{"id":43950,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stockholders-agreement-western-multiplex-corp-and-glenayre.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stockholders-agreement-western-multiplex-corp-and-glenayre","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/stockholders-agreement-western-multiplex-corp-and-glenayre.html","title":{"rendered":"Stockholders&#8217; Agreement &#8211; Western Multiplex Corp. and Glenayre Technologies Inc."},"content":{"rendered":"<pre>\n                            STOCKHOLDERS' AGREEMENT\n\n\n                                     among\n\n\n                        WESTERN MULTIPLEX CORPORATION,\n\n\n                              WMC HOLDING CORP.,\n\n\n                             GTI ACQUISITION CORP.\n\n\n                                      and\n\n\n                          GLENAYRE TECHNOLOGIES, INC.\n\n\n\n                                  dated as of\n                               October 31, 1999\n\n\n \n\n \n                               TABLE OF CONTENTS\n\n                                                                          Page\n\n\nI.  INTRODUCTORY MATTERS  . . . . . . . . . . . . . . . . . . . . . . . . .  1\n         1.1.    Defined Terms  . . . . . . . . . . . . . . . . . . . . . .  1\n         1.2.    Construction . . . . . . . . . . . . . . . . . . . . . . .  4\n\nII.  TRANSFERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4\n         2.1.    Limitations on Transfer  . . . . . . . . . . . . . . . . .  4\n         2.2.    Right of First Refusal . . . . . . . . . . . . . . . . . .  5\n         2.3.    Transfers to Affiliates  . . . . . . . . . . . . . . . . .  6\n         2.4.    Tag-Along Rights . . . . . . . . . . . . . . . . . . . . .  6\n         2.5.    Drag-Along Rights  . . . . . . . . . . . . . . . . . . . .  8\n\nIII.  REGISTRATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . .  9\n         3.1.    Piggyback Rights . . . . . . . . . . . . . . . . . . . . .  9\n         3.2.    Other Registration Related Matters.  . . . . . . . . . . . 10\n         3.3.    Indemnification  . . . . . . . . . . . . . . . . . . . . . 12\n\nIV.  ADDITIONAL AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . 15\n         4.1.    Right to Purchase Additional Common Stock  . . . . . . . . 15\n         4.2     Transactions With Affiliates . . . . . . . . . . . . . . . 16\n         4.3     Restrictions on Certain Fees.  . . . . . . . . . . . . . . 17\n\nV.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17\n         5.1.    Additional Securities Subject to Agreement . . . . . . . . 17\n         5.2.    Covenant by GTI  . . . . . . . . . . . . . . . . . . . . . 17\n         5.3.    Termination  . . . . . . . . . . . . . . . . . . . . . . . 17\n         5.4.    Notices  . . . . . . . . . . . . . . . . . . . . . . . . . 17\n         5.5.    Further Assurances . . . . . . . . . . . . . . . . . . . . 18\n         5.6.    Non-Assignability  . . . . . . . . . . . . . . . . . . . . 18\n         5.7.    Amendment; Waiver  . . . . . . . . . . . . . . . . . . . . 18\n         5.8.    Third Parties  . . . . . . . . . . . . . . . . . . . . . . 18\n         5.9.    Governing Law  . . . . . . . . . . . . . . . . . . . . . . 18\n         5.10.   Specific Performance . . . . . . . . . . . . . . . . . . . 18\n         5.11.   Entire Agreement . . . . . . . . . . . . . . . . . . . . . 18\n         5.12.   Titles and Headings  . . . . . . . . . . . . . . . . . . . 19\n         5.13.   Severability . . . . . . . . . . . . . . . . . . . . . . . 19\n         5.14.   Counterparts . . . . . . . . . . . . . . . . . . . . . . . 19\n         5.15.   Reporting Requirements . . . . . . . . . . . . . . . . . . 19\n         5.16.   Representations  . . . . . . . . . . . . . . . . . . . . . 20\n\n \n\n\n \n\n \n                                                                   EXHIBIT 4.2\n\n                            STOCKHOLDERS' AGREEMENT\n\n\n          STOCKHOLDERS' AGREEMENT, dated as of October 31, 1999 (this\n'Agreement'), among Western Multiplex Corporation, a Delaware corporation\n(the 'Company'), WMC Holding Corp., a Delaware corporation (together with its\nsuccessors, 'WMC Holding'), GTI Acquisition Corp., a Delaware corporation\n(together with its successors, 'Glenayre') and Glenayre Technologies, Inc., a\nDelaware corporation (together with its successors, 'GTI').\n\n\n                                   RECITALS:\n\n          A.   The Company, WMC Holding, Glenayre and GTI are parties to an\nAcquisition Agreement, dated as of September 30, 1999, as amended and\nrestated on October 31, 1999 (the 'Acquisition Agreement'), pursuant to\nwhich, among other things, the Company will redeem 42,000,000 shares of Class\nB Common Stock, par value $.01 per share ('Class B Common Stock'), from\nGlenayre (the 'Redemption') and WMC Holding will purchase 35,955,000 shares\nof Class B Common Stock from Glenayre (the 'Stock Purchase');\n\n          B.   Immediately following the Transactions (as defined herein),\nGlenayre will hold 2,045,000 shares of Class B Common Stock and WMC Holding\nwill hold 35,955,000 shares of Class B Common Stock, and no shares of Class A\nCommon Stock, par value $.01 per share, will be outstanding; and\n\n          C.   The parties hereto wish to provide for certain matters\nrelating to Glenayre's holdings of Class B Common Stock.\n\n          NOW, THEREFORE, in consideration of the mutual covenants and\nagreements herein contained, the parties hereto agree as follows:\n\n\n                           I.  INTRODUCTORY MATTERS\n\n          1.1. Defined Terms.  In addition to the terms defined elsewhere\nherein, the following terms have the following meanings when used herein with\ninitial capital letters:\n\n          'Affiliate' means, with respect to any specified Person, any other\n     Person that directly, or indirectly through one or more intermediaries,\n     controls, is controlled by, or is under common control with, such\n     specified Person; provided, that  officers, directors or employees of\n     the Company will not be deemed to be Affiliates of a stockholder of the\n     Company for purposes hereof solely by reason of being officers,\n     directors or employees of the Company.\n\n\n \n\n \n          'Agreement' means this Agreement, as the same may be amended,\n     supplemented or otherwise modified from time to time in accordance with\n     the terms hereof.\n\n          'Assumption Agreement' means a writing reasonably satisfactory in\n     form and substance to Glenayre and the Company whereby a Permitted\n     Transferee of shares of Common Stock becomes a party to, and agrees to\n     be bound by, to the same extent as its transferor by the terms of, this\n     Agreement.\n\n          'Board' means the Board of Directors of the Company.\n\n          'Business Day' means a day other than a Saturday, Sunday or other\n     day on which commercial banks in the State of North Carolina or the\n     State of New York are authorized or required by law to close.\n\n          'Class A Common Stock' means the Class A Common Stock of the\n     Company, par value $.01 per share.\n\n          'Class B Common Stock' means the Class B Common Stock of the\n     Company, par value $.01 per share.\n\n          'Common Stock' means the shares of Class A Common Stock and Class B\n     Common Stock of  the Company and any Common Stock issued as (or issuable\n     upon the conversion or exercise of any warrant, right, option or other\n     convertible security which is issued as) a dividend or other\n     distribution with respect to, or in exchange for, or in replacement of,\n     or by way of a stock split of, such Common Stock.\n\n          'Fully Diluted Shares' means the aggregate of (i) the number of\n     shares of Common Stock issued and outstanding (other than shares of\n     Common Stock held in the treasury of the Company or held by any\n     Subsidiary) and (ii) the number of shares of Common Stock issuable upon\n     (x) the exercise of any then exercisable in-the-money outstanding\n     options, warrants or similar instruments (other than such instruments\n     held by the Company or any Subsidiary) and (y) the exercise of any then\n     exercisable conversion or exchange rights with respect to any\n     outstanding securities or instruments (other than such securities or\n     instruments held by the Company or any Subsidiary).\n\n          'IPO' means the completion of an initial Public Offering and the\n     sale to the public of Common Stock by the Company.\n\n          'Permitted Transferees' means any Person to whom shares of Common\n     Stock are Transferred in a Transfer in accordance with Section 2.2 or\n     2.3 or otherwise not in violation of this Agreement and who is required\n     to, and does, enter into an Assumption Agreement, and includes any\n\n                                      -2-\n\n\n \n\n \n     Person to whom a Permitted Transferee of Glenayre (or a Permitted\n     Transferee of a Permitted Transferee) so further Transfers shares of\n     Common Stock and who is required to, and does, become bound by the terms\n     of this Agreement.\n\n          'Person' means any individual, corporation, limited liability\n     company, partnership, trust, joint stock company, business trust,\n     unincorporated association, joint venture, governmental authority or\n     other legal entity of any nature whatsoever.\n\n          'Public Offering' means the sale of shares of any class of the\n     Common Stock to the public pursuant to an effective registration\n     statement (other than a registration statement on Form S-4 or S-8 or any\n     similar or successor form) filed under the Securities Act.\n\n          'Registrable Securities' means (i) any Common Stock held by\n     Glenayre or its Permitted Transferees following the Transactions, (ii)\n     any Common Stock issued as (or issuable upon the conversion or exercise\n     of any warrant, right, option or other convertible security which is\n     issued as) a dividend or other distribution with respect to, or in\n     exchange for, or in replacement of, such Common Stock, and (iii) any\n     Common Stock issued by way of a stock split of the Common Stock referred\n     to in clauses (i) or (ii) or this clause (iii).  For purposes of this\n     Agreement, any Registrable Securities will cease to be Registrable\n     Securities when (A) a registration statement covering such Registrable\n     Securities has been declared effective and such Registrable Securities\n     have been disposed of pursuant to such effective registration statement,\n     (B) all Registrable Securities may be offered and sold pursuant to Rule\n     144 (or any similar provision then in effect) under the Securities Act\n     in a single transaction or series of transactions over a 90-day period,\n     (C) such Registrable Securities are sold by a Person in a transaction in\n     which rights under the provisions of this Agreement are not assigned in\n     accordance with this Agreement, or (D) such Registrable Securities cease\n     to be outstanding.\n\n          'Registration Expenses' means any and all expenses incident to the\n     performance by the Company of its obligations under Sections 3.1 or 3.2,\n     including (i) all SEC, stock exchange, National Association of\n     Securities Dealers, Inc. and other comparable regulatory agencies,\n     registration and filing fees, (ii) all fees and expenses of the Company\n     in complying with securities or blue sky laws (including fees and\n     disbursements of counsel for the underwriters in connection with blue\n     sky qualifications), (iii) all printing, messenger and delivery expenses\n     of the Company, (iv) the fees and disbursements of counsel for the\n     Company and of its independent accountants, including  the expenses of\n     any 'cold comfort' letters required by or incident to such performance\n     and compliance, and (v) fees and disbursements customarily paid by\n\n                                      -3-\n\n\n \n\n \n     issuers of securities (but not underwriters' or sales agents' discounts\n     or similar compensation).\n\n          'Ripplewood' means Ripplewood Holding L.L.C. (or its successor) and\n     its Affiliates (other than WMC Holding or any employee, officer or\n     director of WMC Holding or the Company).\n\n          'SEC' means the Securities and Exchange Commission.\n\n          'Securities Act' means the Securities Act of 1933, as amended, and\n     the rules and regulations promulgated thereunder, as the same may be\n     amended from time to time.\n\n          'Stockholders' means each of the holders of Common Stock.\n\n          'Transactions' means the Redemption and the Stock Purchase.\n\n          'Transfer' means a transfer, sale, assignment, pledge,\n     hypothecation or other disposition, whether directly or indirectly\n     pursuant to the creation of a derivative security, the grant of an\n     option or other right, the imposition of a restriction on disposition or\n     voting or transfer by operation of law, or, in the case of GTI, any\n     change in the beneficial ownership of Glenayre or any other Affiliate of\n     GTI that is a Stockholder so that such Stockholder is no longer a\n     wholly-owned Affiliate of GTI.\n\n          'WMC Holding Common Stock' means common stock issued by WMC Holding\n     or issuable upon the conversion or exercise of any warrant, right,\n     option or other convertible security of WMC Holding or as a dividend or\n     other distribution with respect to, or in exchange for, or in\n     replacement of, or by way of a stock split of, such WMC Holding Common\n     Stock.\n\n          1.2. Construction.  The language used in this Agreement will be\ndeemed to be the language chosen by the parties to express their mutual\nintent, and no rule of strict construction will be applied against any party.\nUnless the context otherwise requires: (a) 'or' is not exclusive, (b) words\nin the singular include the plural, and in the plural include the singular,\n(c) the words 'hereof', 'herein', and 'hereunder' and words of similar import\nwhen used in this Agreement refer to this Agreement as a whole and not to any\nparticular provision of this Agreement, and Section references are to this\nAgreement unless otherwise specified, and (d) references to 'includes' or\n'including' shall mean 'includes without limitation' or 'including without\nlimitation.'\n\n\n\n\n                                      -4-\n\n\n \n\n \n                                II.  TRANSFERS\n\n          2.1. Limitations on Transfer.  (a)  Prior to an IPO, Glenayre and\nits Permitted Transferees may not Transfer any shares of Common Stock other\nthan (i) in connection with a Public Offering effected in accordance with\nSection 3.1(a), (ii) in accordance with Section 2.3, 2.4 or 2.5 or (iii)\nfollowing the second anniversary hereof, in accordance with Section 2.2.\n\n          (b)  In the event of any purported Transfer by Glenayre or any of\nits Permitted Transferees of any shares of Common Stock in violation of the\nprovisions of this Agreement, such purported Transfer will be void and of no\neffect and the Company will not give effect to such Transfer.\n\n          (c)  Each certificate representing shares of Common Stock issued to\nGlenayre or any of its Permitted Transferees will bear a legend on the face\nthereof substantially to the following effect (with such additions thereto or\nchanges therein as the Company may be advised by counsel are required by law\nor necessary to give full effect to this Agreement, the 'Legend'):\n\n     'THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT\n     TO A STOCKHOLDERS' AGREEMENT AMONG WESTERN MULTIPLEX CORPORATION ('THE\n     COMPANY'), WMC HOLDING CORP., GTI ACQUISITION CORP. AND GLENAYRE\n     TECHNOLOGIES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE\n     COMPANY.  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER\n     DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE\n     MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS'\n     AGREEMENT.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS\n     CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH\n     STOCKHOLDERS' AGREEMENT.\n\n     THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\n     REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED\n     OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT\n     OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.'\n\nThe Legend will be removed by the Company by the delivery of substitute\ncertificates without such Legend in the event of (i) a Transfer permitted by\nthis Agreement and in which the Transferee is not required to enter into an\nAssumption Agreement or (ii) the termination of Article II pursuant to the\nterms hereof, provided however, that the second paragraph of Legend will only\nbe removed if at such time it is no longer required for purposes of the\nSecurities Act and other applicable securities laws.\n\n          (d)  Except as permitted by Section 2.3, each of Glenayre and its\nPermitted Transferees shall have no right to Transfer, and the Company shall\nhave no obligation to record any purported Transfer, of Class B Common Stock.\nThe Company shall instead cause all such shares of Class B Common Stock\n\n                                      -5-\n\n\n \n\n \nproposed to be Transferred to be converted into or exchanged for an equal\nnumber of shares of Class A Common Stock immediately prior to such Transfer\n(after giving effect to any adjustment that may be necessary or appropriate\nas a result of any conversion or exercise of any warrant, right, option or\nother convertible security issuable in respect of Class A Common Stock or\nClass B Common Stock or as a dividend or other distribution with respect to,\nor in exchange for, or in replacement of, or by way of a stock split of, such\nCommon Stock).  References in Section 2.2 to Transfer Stock, references in\nSection 2.4 to Common Stock of the Tagging Stockholder and references in\nSection 2.5(a) to Common Stock of Glenayre and its Permitted Transferees\nshall be deemed references to Class A Common Stock converted or exchanged\npursuant to this paragraph (d).\n\n          2.2. Right of First Refusal.  (a)  Each of Glenayre and its\nPermitted Transferees agrees that, if, following the second anniversary\nhereof, such Stockholder (the 'Offeree') receives a bona fide offer (a\n'Transfer Offer') to purchase all or any portion of the Common Stock (the\n'Transfer Stock') then owned by such Offeree from any Person (the 'Offeror'),\nother than an Affiliate of such Offeree, which such Offeree wishes to accept,\nsuch Offeree shall cause the Transfer Offer to be reduced to writing and\nshall provide a written notice (the 'Transfer Notice') of such Transfer Offer\nto the Company and WMC Holding; provided that, there shall not be more than\nthree Permitted Transferees pursuant to this Section 2.2.  The Transfer\nNotice shall also contain an irrevocable offer to sell the Transfer Stock to\nthe Company for cash and, if the Company shall decline to accept such offer,\nWMC Holding or Ripplewood (in the manner set forth below) at a price equal to\nthe price contained in, and upon the same terms and conditions as the terms\nand conditions contained in, the Transfer Offer and shall be accompanied by a\ntrue and complete copy of the Transfer Offer (which shall identify the\nOfferor, the Transfer Stock, the price contained in the Transfer Offer and\nthe other material terms and conditions of the Transfer Offer); provided that\nnone of Glenayre or any Permitted Transferee shall be entitled to accept any\noffer pursuant to this Section 2.2 which provides for any consideration other\nthan cash, cash equivalents, marketable securities, securities with\nregistration rights similar to those contemplated in Section 3.1 or\nsecurities which may be Transferred pursuant to Rule 144 or 145 (or any\nsuccessor rules) under the Securities Act.  At any time within 30 days after\nthe date of the receipt by the Company and WMC Holding of the Transfer\nNotice, the Company shall have the option to exercise its right to purchase\n(or assign its right to one of its subsidiaries) or, if the Company and its\nsubsidiaries shall decline to exercise such option, WMC Holding shall have\nthe right to exercise such option to purchase (or assign its right to any\nparty) all of the Transfer Stock covered by the Transfer Offer at the same\nprice and on the same terms and conditions as the Transfer Offer.  If such\nelection is made, within 15 days after such election, the Company or WMC\nHolding or one of their aforementioned assignees shall deliver a certified\nbank check or checks in the appropriate amount to such Offeree against\n\n                                      -6-\n\n\n \n\n \ndelivery of certificates or other instruments representing the Transfer\nStock, appropriately endorsed by such Offeree.  If the Company or WMC Holding\nor one of their aforementioned assignees has not given notice of its\nintention to exercise such right to purchase within such 30 day period or has\nnot tendered the purchase price for such Transfer Stock in the manner set\nforth above within such 15 day period, such Offeree shall be free for a\nperiod of 90 days from the end of such 30 day or 15 day period, as the case\nmay be, to transfer the Transfer Stock to the Offeror on terms which are no\nmore favorable in any material respect to the Offeror than the terms and\nconditions set forth in the Transfer Notice.  If for any reason such Offeree\ndoes not Transfer the Transfer Stock to the Offeror on such terms and\nconditions, the provisions of this Section 2.2 shall again be applicable to\nthe Transfer Stock.\n\n          (b)  The closing of the purchase of the Transfer Stock upon\nexercise of the option pursuant to Section 2.2(a) shall take place at the\nprincipal office of the Company on a date specified by the buyer no later\nthan the last day of the 15 day period after the election is made.\n\n          2.3. Transfers to Affiliates.  Glenayre and its Permitted\nTransferees may Transfer any or all of the shares of Common Stock held by any\nof them to any of their respective wholly-owned Affiliates who duly executes\nand delivers an Assumption Agreement, provided that in connection therewith\nthe Company has been furnished with an opinion in form and substance\nreasonably satisfactory to the Company of counsel reasonably satisfactory to\nthe Company that such Transfer is exempt from or not subject to the\nprovisions of Section 5 of the Securities Act and any other applicable\nsecurities laws.\n\n          2.4. Tag-Along Rights.  (a)  So long as this Agreement remains in\neffect, with respect to (i) any proposed Transfer by WMC Holding of shares of\nCommon Stock owned by WMC Holding to any Person not an Affiliate or officer,\ndirector or employee of WMC Holding or the Company, other than in a Public\nOffering or as contemplated by Section 4.2(c), or (ii) any proposed Transfer\nby Ripplewood of shares of WMC Holding Common Stock to any Person not an\nAffiliate or officer, director or employee of WMC Holding or the Company,\nother than in a Public Offering or as contemplated by Section 4.2(c), in each\ncase whether pursuant to a stock sale, a tender or exchange offer or any\nother sale transaction (any such transaction, a 'WMC Holding Sale'), WMC\nHolding will have the obligation, and each of Glenayre and its Permitted\nTransferees will have the right, to require the proposed transferee (a\n'Proposed Transferee') to purchase from each of Glenayre and its Permitted\nTransferees who exercises its rights under Section 2.4(b) (a 'Tagging\nStockholder') a number of shares of Common Stock up to the product (rounded\nup to the nearest whole number) of (i) the quotient determined by dividing\n(A) the aggregate number of shares of Common Stock owned by such Tagging\nStockholder by (B) the aggregate number of shares of Common Stock owned by\n\n                                      -7-\n\n\n \n\n \nWMC Holding, the Tagging Stockholder and any other Stockholder entitled to\nparticipate in the WMC Holding Sale, and (ii) in the case of a sale of Common\nStock, the total number of shares of Common Stock proposed to be directly or\nindirectly Transferred to the Proposed Transferee or in the case of a sale of\nWMC Holding Common Stock, the product of (x) the quotient determined by\ndividing the number of shares of WMC Holding Common Stock being Transferred\ndivided by the total number of shares of WMC Holding Common Stock owned by\nRipplewood at such time, times (y) the aggregate number of shares of Common\nStock of the Company owned by WMC Holding or Ripplewood at such time), upon\nthe same terms and conditions (including time of payment and form of\nconsideration) as to be paid and given to WMC Holding (or Ripplewood, as the\ncase may be); provided, that in order to be entitled to exercise its right to\nsell shares of Common Stock to the Proposed Transferee pursuant to this\nSection 2.4, each Tagging Stockholder must agree to make to the Proposed\nTransferee the same representations, warranties, covenants, indemnities and\nagreements as WMC Holding agrees to make in connection with the proposed WMC\nHolding Sale so long as they are made severally and not jointly; and\nprovided, further, that no Tagging Stockholder shall be required to make\nrepresentations, warranties or covenants or provide indemnification with\nrespect to any matter other than its ownership of the shares of Common Stock\nto be Transferred, its ability to Transfer such shares free and clear of all\nencumbrances and its authority and due authorization to Transfer such shares.\nEach Tagging Stockholder will be responsible for its proportionate share of\nthe costs incurred in connection with the WMC Holding Sale to the extent not\npaid or reimbursed by the Company or the Proposed Transferee.\n\n          (b)  WMC Holding will give notice to each Tagging Stockholder of\neach proposed WMC Holding Sale at least 15 Business Days prior to the\nproposed consummation of such WMC Holding Sale, setting forth the number of\nshares of Common Stock or WMC Holding Common Stock, as the case may be,\nproposed to be so Transferred, the name and address of the Proposed\nTransferee, the proposed amount and form of consideration (and if such\nconsideration consists in part or in whole of property other than cash, WMC\nHolding will provide such information, to the extent reasonably available to\nWMC Holding, relating to such consideration as the Tagging Stockholder may\nreasonably request in order to evaluate such non-cash consideration) and\nother terms and conditions of payment offered by the Proposed Transferee, and\na representation that the Proposed Transferee has been informed of the\ntag-along rights provided for in this Section 2.4.  WMC Holding will deliver\nor cause to be delivered to each Tagging Stockholder copies of all\ntransaction documents relating to the proposed WMC Holding Sale as the same\nbecome available.  The tag-along rights provided by this Section 2.4 must be\nexercised by each Tagging Stockholder within 10 days following receipt of the\nnotice required by the preceding sentence by delivery of a written notice to\nWMC Holding indicating the desire of such Tagging Stockholder to exercise its\nrights and specifying the number of shares of Common Stock it desires to\nsell.  The Tagging Stockholder will be entitled under this Section 2.4 to\n\n                                      -8-\n\n\n \n\n \nTransfer to the Proposed Transferee the number of shares of Common Stock\ncalculated in accordance with Section 2.4(a).\n\n          (c)  If any Tagging Stockholder exercises his, her or its rights\nunder Section 2.4(a), the closing of the purchase of the Common Stock with\nrespect to which such rights have been exercised will take place concurrently\nwith the closing of the sale of Common Stock or WMC Holding Common Stock, as\nthe case may be, to the Proposed Transferee.\n\n          2.5. Drag-Along Rights.  (a)  So long as this Agreement remains in\neffect, if WMC Holding or its stockholders receives an offer from a Person\nother than an Affiliate of WMC Holding (a 'Third Party') to purchase (other\nthan in a Public Offering) either (i) at least a majority of the shares of\nCommon Stock then outstanding or (ii) at least a majority of the shares of\nWMC Holding Common Stock then outstanding, and, in either case, such offer is\naccepted by WMC Holding or its stockholders, then each of Glenayre and its\nPermitted Transferees hereby agrees that, if requested by WMC Holding, it\nwill Transfer to such Third Party on the same terms and conditions (including\ntime of payment and form of consideration) as to be paid and given to WMC\nHolding or its stockholders, the number of shares of Common Stock equal to\nthe number of shares of Common Stock owned by it multiplied by the percentage\nof the then outstanding shares of Common Stock to which the Third Party offer\nis applicable.\n\n          (b)  WMC Holding will give notice (the 'Drag-Along Notice') to each\nof Glenayre and its Permitted Transferees of any proposed Transfer giving\nrise to the rights of WMC Holding set forth in Section 2.5(a) as soon as\npracticable following WMC Holding's or its stockholders' acceptance of the\noffer referred to in Section 2.5(a).  The Drag-Along Notice will set forth\nthe number of shares of Common Stock proposed to be so Transferred, the name\nand address of the Third Party,  the proposed amount and form of\nconsideration (and if such consideration consists in part or in whole of\nproperty other than cash, WMC Holding will provide such information, to the\nextent reasonably available to WMC Holding, relating to such consideration as\nGlenayre and its Permitted Transferees may reasonably request in order to\nevaluate such non-cash consideration), the number of shares of Common Stock\nsought and the other terms and conditions of the offer; provided that none of\nGlenayre or any Permitted Transferee shall be obligated to accept pursuant to\nthis Section 2.5 any consideration other than cash, cash equivalents,\nmarketable securities, securities with registration rights similar to those\ncontemplated in Section 3.1 or securities which may be Transferred pursuant\nto Rule 144 or 145 (or any successor rules) under the Securities Act.  WMC\nHolding will endeavor to notify Glenayre and its Permitted Transferees at\nleast 20 days (and in any event shall notify Glenayre and its Permitted\nTransferees at least 10 Business Days) in advance of entering into a\ndefinitive agreement in connection with such offer.  In any such agreement,\nGlenayre and its Permitted Transferees will be required (i) to make or agree\n\n                                      -9-\n\n\n \n\n \nto the same representations, warranties and indemnities as WMC Holding so\nlong as they are made severally and not jointly (provided that Glenayre and\nits Permitted Transferees will not be required to make representations,\nwarranties or covenants or provide indemnification with respect to any matter\nother than their respective ownership of the shares of Common Stock to be\nTransferred, their respective ability to Transfer such shares free and clear\nof all encumbrances and their respective authority and due authorization to\nTransfer such shares), and (ii) to pay their proportionate share of the costs\nincurred in connection with such WMC Holding Sale to the extent not paid or\nreimbursed by the Company or the Transferee or Third Party.  If the Transfer\nreferred to in the Drag-Along Notice is not consummated within 90 days from\nthe date of the Drag-Along Notice, WMC Holding must deliver another\nDrag-Along Notice in order to exercise its rights under this Section 2.5 with\nrespect to such Transfer or any other Transfer.\n\n\n                           III.  REGISTRATION RIGHTS\n\n          3.1. Piggyback Rights.  (a)  Each time the Company is planning to\nfile a registration statement under the Securities Act in connection with the\nsale of Common Stock by (i) the Company (other than in connection with a\nregistration statement on Forms S-4 or S-8 or any similar or successor form)\nor (ii) WMC Holding (the Company or WMC Holding in such case, the 'Initiating\nParty'), the Company will give prompt written notice thereof to Glenayre and\nits Permitted Transferees at least 20 Business Days prior to the anticipated\nfiling date of such registration statement.  Upon the written request of\nGlenayre and any Permitted Transferee made within 10 Business Days after the\nreceipt of any such notice from the Company, which request will specify the\nRegistrable Securities (such securities, together with any other shares of\nCommon Stock requested to be included in such registration statement by any\nother Person pursuant to similar registration rights, the 'Piggy-Back\nShares') intended to be disposed of by Glenayre or such Permitted Transferee\nin such offering, the Company will use reasonable efforts to effect the\nregistration under the Securities Act of all Piggy-Back Shares which the\nCompany has been so requested to register by Glenayre or such Permitted\nTransferee to the extent required to permit the disposition of the Piggy-Back\nShares so registered; provided, that (x) if, at any time after giving written\nnotice of its intention to register any securities and prior to the effective\ndate of the registration statement filed in connection with such\nregistration, any Initiating Party determines for any reason not to proceed\nwith the proposed registration, the Company may at its election give written\nnotice of such determination to each holder of Piggy-Back Shares and\nthereupon will be relieved of its obligation to register any Piggy-Back\nShares in connection with such registration, (y) if such registration\ninvolves an underwritten offering, each such holder must sell its shares to\nthe underwriters on the same terms and conditions as apply to the Initiating\nParties and (z) the Company shall have no obligation to register Class B\n\n                                     -10-\n\n\n \n\n \nCommon Stock and may instead cause all such shares of Class B Common Stock\nthat are Piggy-Back Shares to be converted into or exchanged for an equal\nnumber of shares of Class A Common Stock immediately prior to such\nregistration (after giving effect to any adjustment that may be necessary or\nappropriate as a result of any conversion or exercise of any warrant, right,\noption or other convertible security issuable in respect of Class A Common\nStock or Class B Common Stock or as a dividend or other distribution with\nrespect to, or in exchange for, or in replacement of, or by way of a stock\nsplit of, such Common Stock).\n\n          (b)  If a registration pursuant to this Section 3.1 involves an\nunderwritten offering and the managing underwriter or underwriters advise the\nCompany in writing that, in their opinion, (i) the number of securities which\nthe Initiating Party intends to include in such registration, together with\nthe Piggy-Back Shares, exceeds the largest number of such securities which\ncan be sold in such offering without having an adverse effect on such\noffering (including, but not limited to, the price at which such securities\ncan be sold) or (ii) the inclusion of the Piggy-Back Shares in such\nregistration would have an adverse effect on such offering, then the Company\nwill include in such registration (A) first, 100% of the securities proposed\nto be sold by the Company and (B) second, to the extent that the number of\nsecurities requested to be included in such registration can, in the opinion\nof such managing underwriter, be sold without having the adverse effect\nreferred to above, the number of securities which WMC Holding and the holders\nof Piggy-Back Shares have requested to be included in such registration, such\namount to be allocated pro rata among WMC Holding and all such holders on the\nbasis of the relative number of securities requested to be registered by WMC\nHolding and each such holder (provided that any securities thereby allocated\nto WMC Holding or any such holder that exceed the request of WMC Holding or\nsuch holder will be reallocated among WMC Holding and the remaining\nrequesting holders in like manner).\n\n          3.2. Other Registration Related Matters.  (a)  If the Board\ndetermines that the registration and distribution of Registrable Securities\n(A) could impede, delay or interfere with any pending material financing,\nacquisition, corporate reorganization or other significant transaction\ninvolving the Company or (B) could require disclosure of non-public material\ninformation, the disclosure of which could adversely affect the Company, the\nCompany will promptly give the requesting holders written notice of such\ndetermination and will be entitled to postpone the filing or effectiveness of\na registration statement for a reasonable period of time not to exceed 180\ncalendar days in any calendar year (a 'Section 3.2(a) Period'); provided,\nhowever, that in connection therewith the Company will be required to deliver\nto the requesting holders a general statement, signed by the chief financial\nofficer of the Company, describing in reasonable detail the reasons for such\npostponement or restriction on use and an estimate of the anticipated delay.\n\n\n                                     -11-\n\n\n \n\n \nThe Company will promptly notify the requesting holders of the expiration or\nearlier termination of a Section 3.2(a) Period.\n\n          (b)  The Company may require any Person that is selling shares of\nCommon Stock in a Public Offering pursuant to Section 3.1 (each a 'Holder')\nto furnish to the Company in writing such information regarding such Person\nand the distribution of the shares of Common Stock which are included in a\nPublic Offering as may from time to time reasonably be requested in writing\nin order to comply with the Securities Act.\n\n          (c)  The Company will pay all Registration Expenses in connection\nwith each registration or proposed registration of Registrable Securities\npursuant to Section 3.1.  Notwithstanding the foregoing, (i) the fees or\nexpenses of counsel to the Holders or of any other expert hired directly by\nthe Holders will be the sole responsibility of the Holders and (ii)   the\nHolders will be responsible for their respective pro rata shares (determined\nby reference to the number of shares included in the applicable registration)\nof all underwriting discounts and commissions and transfer taxes.\n\n          (d)  No later than ten days before filing any registration\nstatement or prospectus, or any amendments or supplements thereto, in\nconnection with any registration or proposed registration of Registrable\nSecurities pursuant to Sections 3.1, the Company will furnish to counsel of\nthe Holders copies of all documents proposed to be filed.\n\n          (e)  The Company will furnish to each Holder such number of copies\nof the applicable registration statement and of each amendment or supplement\nthereto (in each case including all exhibits), such number of copies of the\nprospectus included in such registration statement (including each\npreliminary prospectus and summary prospectus), in conformity with the\nrequirements of the Securities Act, and such other documents as such Holder\nmay reasonably request in order to facilitate the disposition of Registrable\nSecurities by such Holder.\n\n          (f)  The Company will use reasonable efforts to register or qualify\nRegistrable Securities covered by a registration statement under such other\nsecurities or blue sky laws of such jurisdictions as each Holder reasonably\nrequests, and do any and all other acts and things which may be reasonably\nnecessary or advisable to enable such Holder to consummate the disposition in\nsuch jurisdictions of the Registrable Securities owned by such Holder, except\nthat the Company will not for any such purpose be required to qualify\ngenerally to do business as a foreign corporation in any jurisdiction where,\nbut for the requirements of this Section 3.2(f), it would not be obligated to\nbe so qualified, to subject itself to taxation in any such jurisdiction, or\nto consent to general service of process in any such jurisdiction.\n\n\n\n                                     -12-\n\n\n \n\n \n          (g)  The Company will use reasonable efforts to cause the\nRegistrable Securities covered by a registration statement to be registered\nwith or approved by such other governmental agencies or authorities as may be\nnecessary to enable the Holder thereof to consummate the disposition thereof.\n\n          (h)  The Company will notify each Holder of Registrable Securities\ncovered by a registration statement, at any time when a prospectus relating\nthereto is required to be delivered under the Securities Act promptly after\nthe Company becomes aware that the prospectus included in such registration\nstatement, as then in effect, includes an untrue statement of a material fact\nor omits to state a material fact required to be stated therein or necessary\nto make the statements therein not misleading in the light of the\ncircumstances then existing, and at the request of any such Holder, prepare\nand furnish to such Holder a reasonable number of copies of an amended or\nsupplemental prospectus as may be necessary so that, as thereafter delivered\nto the purchasers of such Registrable Securities, such prospectus will not\ninclude an untrue statement of a material fact or omit to state a material\nfact required to be stated therein or necessary to make the statements\ntherein not misleading in the light of the circumstances than existing.\n\n          (i)  The Company will enter into such customary agreements\n(including an underwriting agreement in customary form) and take such other\nactions as sellers of a majority of securities covered by a registration\nstatement or the underwriters, if any, reasonably request in order to\nexpedite or facilitate the disposition of such Registrable Securities.\n\n          (j)  The Company will make available for inspection by any Holder\nof Registrable Securities covered by a registration statement, by any\nunderwriter participating in any disposition to be effected pursuant to such\nregistration statement and by any attorney, accountant or other agent\nretained by any such Holder or any such underwriter, all pertinent financial\nand other records, pertinent corporate documents and properties of the\nCompany, and cause all of the Company's officers, directors and employees to\nsupply all information reasonably requested by any such Holder, underwriter,\nattorney, accountant or agent in connection with such registration statement.\n\n          (k)  The Company will obtain a 'cold comfort' letter or letters\nfrom the Company's independent public accountants in customary form and\ncovering matters of the type customarily covered by 'cold comfort' letters as\nthe sellers of a majority of the securities covered by the registration\nstatement reasonably request.\n\n          (l)  Each Holder agrees that, upon receipt of any notice from the\nCompany of the happening of any event of the kind described in Section\n3.2(h), such Holder will forthwith discontinue disposition of Registrable\nSecurities pursuant to the registration statement covering such Registrable\nSecurities until such Holder's receipt of the copies of the amended or\n\n                                     -13-\n\n\n \n\n \nsupplemented prospectus contemplated by Section 3.2(h) and, if so directed by\nthe Company, such Holder will deliver to the Company (at the Company's\nexpense) all copies, other than permanent file copies then in such Holder's\npossession, of the prospectus covering such Registrable Securities current at\nthe time of receipt of such notice. In the event the Company gives any such\nnotice, the period for which the Company will be required to keep the\nregistration statement effective will be extended by the number of days\nduring the period from and including the date of the giving of such notice\npursuant to Section 3.2(h) to and including the date when each Holder has\nreceived the copies of the supplemented or amended prospectus contemplated by\nSection 3.2(h).\n\n          (m)  Each Holder will, in connection with an offering of the\nCompany's securities, upon the request of the Company or of the underwriters\nmanaging any underwritten offering of the Company's securities, agree in\nwriting not to effect any sale, disposition or distribution of Registrable\nSecurities (other than those included in the registration or in a private\nsale to a third party that is otherwise in accordance with the terms of this\nAgreement if such third party agrees to be bound by this Agreement, including\nthis clause (m)) without the prior written consent of the managing\nunderwriter for such period of time (not to exceed 180 days) from the\neffective date of such registration as the Company or the underwriters may\nspecify.\n\n          3.3. Indemnification.  (a)  Indemnification by the Company.  In the\nevent of any registration of any securities of the Company under the\nSecurities Act pursuant to Section 3.1, the Company hereby indemnifies and\nagrees to hold harmless, to the extent permitted by law, each Holder of\nRegistrable Securities covered by such registration statement, each Affiliate\nof such Holder and their respective directors and officers or general and\nlimited partners (and the directors, officers, Affiliates and controlling\nPersons thereof), each other Person who participates as an underwriter in the\noffering or sale of such securities and each other Person, if any, who\ncontrols such Holder or any such underwriter within the meaning of the\nSecurities Act (collectively, the 'Indemnified Parties'), against any and all\nlosses, claims, damages or liabilities, joint or several, and expenses to\nwhich such Indemnified Party may become subject under the Securities Act,\ncommon law or otherwise, insofar as such losses, claims, damages or\nliabilities (or actions or proceedings in respect thereof, whether or not\nsuch Indemnified Party is a party thereto) arise out of or are based upon (i)\nany untrue statement or alleged untrue statement of any material fact\ncontained in any registration statement under which such securities were\nregistered under the Securities Act, any preliminary, final or summary\nprospectus contained therein, or any amendment or supplement thereto, or (ii)\nany omission or alleged omission to state therein a material fact required to\nbe stated therein or necessary to make the statements therein not misleading\nin the light of the circumstances then existing, and the Company will\n\n                                     -14-\n\n\n \n\n \nreimburse such Indemnified Party for any legal or other expenses reasonably\nincurred by it in connection with investigating or defending any such loss,\nclaim, liability, action or proceeding; provided, that the Company will not\nbe liable to any Indemnified Party in any such case to the extent that any\nsuch loss, claim, damage, liability (or action or proceeding in respect\nthereof) or expense arises out of or is based upon any untrue statement or\nalleged untrue statement or omission or alleged omission made in such\nregistration statement, in any such preliminary, final or summary prospectus,\nor any amendment or supplement thereto in reliance upon and in conformity\nwith written information with respect to such Indemnified Party furnished to\nthe Company by such Indemnified Party for use in the preparation thereof; and\nprovided, further, that the Company will not be liable to any Person who\nparticipates as an underwriter in the offering or sale of Registrable\nSecurities or any other Person, if any, who controls such underwriter within\nthe meaning of the Securities Act, under the indemnity agreement in this\nSection 3.3 with respect to any preliminary prospectus or the final\nprospectus or the final prospectus as amended or supplemented, as the case\nmay be, to the extent that any such loss, claim, damage or liability of such\nunderwriter or controlling Person results from the fact that such underwriter\nsold Registrable Securities to a Person to whom there was not sent or given,\nat or prior to the written confirmation of such sale, a copy of the final\nprospectus or of the final prospectus as then amended or supplemented,\nwhichever is most recent, if the Company has previously furnished copies\nthereof to such underwriter.  Such indemnity will remain in full force and\neffect regardless of any investigation made by or on behalf of such Holder or\nany Indemnified Party and will survive the Transfer of such securities by\nsuch Holder.\n\n          (b)  Indemnification by the Holders and Underwriters.  The Company\nmay require, as a condition to including any Registrable Securities in any\nregistration statement filed in accordance with Section 3.1, that the Company\nshall have received an undertaking reasonably satisfactory to it from the\nHolder of such Registrable Securities to indemnify and hold harmless (in the\nsame manner and to the same extent as set forth in Section 3.3(a)) the\nCompany, all other Holders or any prospective underwriter, as the case may\nbe, and any of their respective Affiliates, directors, officers and\ncontrolling Persons, with respect to any statement or alleged statement in or\nomission or alleged omission from such registration statement, any\npreliminary, final or summary prospectus contained therein, or any amendment\nor supplement, if (and only if) such statement or alleged statement or\nomission or alleged omission was made in reliance upon and in conformity with\nwritten information with respect to such Holder furnished to the Company by\nsuch Holder expressly for use in the preparation of such registration\nstatement, preliminary, final or summary prospectus or amendment or\nsupplement, or a document incorporated by reference into any of the\nforegoing. Such indemnity will remain in full force and effect regardless of\nany investigation made by or on behalf of the Company or any of the Holders,\n\n                                     -15-\n\n\n \n\n \nor any of their respective Affiliates, directors, officers or controlling\nPersons and will survive the Transfer of such securities by such Holder.\n\n          (c)  Notices of Claims, Etc.  Promptly after receipt by an\nindemnified party hereunder of written notice of the commencement of any\naction or proceeding with respect to which a claim for indemnification may be\nmade pursuant to this Section 3.3, such indemnified party will, if a claim in\nrespect thereof is to be made against an indemnifying party, give written\nnotice to the latter of the commencement of such action; provided, that the\nfailure of the indemnified party to give notice as provided herein will not\nrelieve the indemnifying party of its obligations under Section 3.3(a) or\n3.3(b), except to the extent that the indemnifying party is actually\nprejudiced by such failure to give notice. In case any such action is brought\nagainst an indemnified party, unless in such indemnified party's reasonable\njudgment a conflict of interest between such indemnified and indemnifying\nparties may exist in respect of such claim, the indemnifying party will be\nentitled to participate in and to assume the defense thereof, jointly with\nany other indemnifying party similarly notified to the extent that it may\nwish, with counsel reasonably satisfactory to such indemnified party, and\nafter notice from the indemnifying party to such indemnified party of its\nelection so to assume the defense thereof, the indemnifying party will not be\nliable to such indemnified party for any legal or other expenses subsequently\nincurred by the latter in connection with the defense thereof other than\nreasonable costs of investigation.  If, in such indemnified party's\nreasonable judgment, having common counsel would result in a conflict of\ninterest between the interests of such indemnified and indemnifying parties,\nthen such indemnified party may employ separate counsel reasonably acceptable\nto the indemnifying party to represent or defend such indemnified party in\nsuch action, it being understood, however, that the indemnifying party will\nnot be liable for the reasonable fees and expenses of more than one separate\nfirm of attorneys at any time for all such indemnified parties (and not more\nthan one separate firm of local counsel at any time for all such indemnified\nparties) in such action. No indemnifying party will consent to entry of any\njudgment or enter into any settlement which does not include as an\nunconditional term thereof the giving by the claimant or plaintiff to such\nindemnified party of a release from all liability in respect of such claim or\nlitigation.\n\n          (d)  Other Indemnification.  Indemnification similar to that\nspecified in this Section 3.3 (with appropriate modifications) will be given\nby the Company and each Holder of Registrable Securities with respect to any\nrequired registration or other qualification of securities under any federal\nor state law or regulation or governmental authority other than the\nSecurities Act.\n\n          (e)  Contribution.  If recovery is not available under the\nforegoing indemnification provisions of this Section 3.3 for any reason other\n\n                                     -16-\n\n\n \n\n \nthan as expressly specified therein, the parties required to provide\nindemnification by the terms thereof will contribute to liabilities and\nexpenses of the indemnified party except to the extent that contribution is\nnot permitted under Section 11(f) of the Securities Act.  In determining the\namount of contribution to which the respective parties are entitled,\nconsideration will be given to the relative benefits received by each party\nfrom the offering of the Registrable Securities (taking into account the\nportion of the proceeds realized by each), the parties' relative knowledge\nand access to information concerning the matter with respect to which the\nclaim was asserted, the opportunity to correct and prevent any misstatement\nor omission and any other equitable considerations appropriate under the\ncircumstances.\n\n          (f)  Non-Exclusivity.  The obligations of the parties under this\nSection 3.4 will be in addition to any liability which any party may\notherwise have to any other party.\n\n\n                          IV.  ADDITIONAL AGREEMENTS\n\n          4.1. Right to Purchase Additional Common Stock.  (a) Subject to\nparagraph 4.1(d), in the event the Company proposes to issue Common Stock to\nWMC Holding, Ripplewood or any other Affiliate of WMC Holding at any time\nprior to the second anniversary hereof and that such issuance would have the\neffect of reducing Glenayre's and its Permitted Transferees percentage\nownership of the Fully Diluted Shares below the lesser of 5.1% or the\npercentage owned by Glenayre and its Permitted Transferees at such time, the\nCompany hereby grants to Glenayre the right to purchase in lieu of WMC\nHolding, Ripplewood or such other Affiliate, in accordance with Section\n4.1(b), a number of shares of any Common Stock which the Company issues equal\nto the product of (a) the total number of shares of such Common Stock which\nthe Company issues at such time and (b) a fraction, the numerator of which\nshall be the total number of Fully Diluted Shares then outstanding and\nbeneficially owned by Glenayre, and the denominator of which shall be the\ntotal number of Fully Diluted Shares then outstanding. If Glenayre does not\npurchase any or all of its pro rata portion of Common Stock, WMC Holding,\nRipplewood or any other Affiliate of WMC Holding shall be free to purchase\nGlenayre's pro rata portion of Common Stock.  The rights of Glenayre under\nthis Section 4.1 shall terminate if unexercised within 20 days after receipt\nof the Notice of Issuance referred to in Section 4.1(b).\n\n          (b)       In the event that the Company proposes to undertake an\nissuance that is subject to Glenayre's rights under Section 4.1(a), it shall\ngive Glenayre written notice (a 'Notice of Issuance') of its intention,\ndescribing all material terms of the Common Stock, the price and all material\nterms upon which the Company proposes to issue such Common Stock.  Glenayre\nshall have 20 days from the date of the Notice of Issuance to agree to\n\n                                     -17-\n\n\n \n\n \npurchase all or any portion of Glenayre's  pro rata share of such Common\nStock (as determined pursuant to Section 4.1(a)) for the same consideration,\nif such consideration shall consist solely of cash, or for cash, Cash\nEquivalents or Marketable Securities having an equivalent value to the\nconsideration payable by WMC Holding or such other Affiliate of the Company\nat the time of payment as determined pursuant to the valuation procedures set\nforth in the Notice of Issuance by giving written notice to the Company, with\na copy to WMC Holding, and stating therein the quantity of Common Stock to be\npurchased by such Stockholder; provided, however, to the extent a payment of\nnon-cash consideration by WMC Holding or such other Affiliate of the Company,\nas contemplated by this Section 4.1(b), consists of any assets, securities or\ncapital stock acquired from a non-Affiliate substantially contemporaneously\nwith such payment, then the value of such assets, securities or capital stock\nfor purposes of this Section 4.1(b) shall equal the price paid or to be paid\nby WMC Holding or such other Affiliate to the non-Affiliate; provided,\nfurther, that any capital stock issued by WMC Holding or such other Affiliate\nof the Company to acquire assets, securities or capital stock from a non-\nAffiliate shall be valued at the same time as it is valued under the terms of\nany agreement with such non-Affiliate.\n\n          (c)       Except as otherwise agreed by Glenayre and WMC Holding,\nthe price payable for any shares of Common Stock to be issued by the Company\nprior to the first anniversary hereof shall be based upon an equity value for\nthe Company equal to the Purchase Price for the Purchased Common Shares (as\nsuch terms are defined in the Acquisition Agreement).\n\n          (d)       It is expected that whenever WMC Holding issues any WMC\nHolding Common Stock (or options, warrants or other rights to purchase WMC\nHolding Common Stock) following the date hereof, the Company will issue a\nequivalent number of shares of Common Stock (or options, warrants or other\nrights to purchase Common Stock).  Notwithstanding anything to the contrary\ncontained in Section 4.1, Section 4.1(a),(b) and (c) shall not be applicable\nto any such issuance of Common Stock by the Company to WMC Holding in\nconnection with the issuance by WMC Holding to any officer, director or\nemployee of WMC Holding or the Company or to any Person not an Affiliate of\nRipplewood, including, without limitation, in connection with any acquisition\nby WMC Holding or the Company of assets, securities or capital stock from a\nnon-Affiliate in which WMC Holding is issuing WMC Holding Common Stock to\nsuch non-Affiliate; provided that WMC shall notify Glenayre in writing of all\nmaterial terms of the Common Stock, the price and all material terms upon\nwhich the Company proposes to issue any Common Stock to which the exceptions\nset forth in this Section 4.1(d) applies.\n\n          4.2.      Transactions With Affiliates.  (a)  Except for\ntransactions subject to Glenayre's rights under Section 4.1 (which shall be\ngoverned by such Section and not by this Section 4.2(a)), the Company shall\nnot, and WMC Holding shall not permit the Company to, directly or indirectly,\n\n                                     -18-\n\n\n \n\n \nenter into any single transaction or series of related transactions with any\nAffiliate of the Company (other than the Company or any of its Subsidiaries)\nunless such transaction or series of related transactions, including the\nissuance of shares of Common Stock to an Affiliate of the Company, is on\nterms that are no less favorable to the Company or any such Subsidiary, as\nthe case may be, than would be available in a comparable transaction or\ntransactions with an unrelated third party.\n\n          (b)       WMC Holding and its Affiliates may provide administrative\nor cash management services in the ordinary course of the Company's\nbusinesses and may receive compensation therefor and reimbursement for its\ncosts and expenses in connection therewith on no less favorable terms than\nsuch services are provided to any other Affiliate of WMC Holding.\n\n          (c)  Notwithstanding anything to the contrary contained in this\nSection 4.2, (i) WMC shall have the right to cause the merger of Western\nMultiplex Corporation, a California corporation, with and into the Company,\nwith the Company as the surviving corporation, (ii) WMC shall have the right\nto cause the Class B Common Stock to be converted into Class A Common Stock,\nand (iii) WMC Holding shall have the right to convert into a limited\nliability company and distribute its assets (including the shares of Common\nStock) to its stockholders, merge or consolidate with the Company, with\neither party as the surviving corporation, or to cause the liquidation of the\nCompany and distribution of all of its assets to the Stockholders, or to\namend the certificate of incorporation of the Company to provide for the\nconversion of all shares of Common Stock into shares of WMC Holding Common\nStock, or any similar transaction that combines the ownership of WMC Holding\nand the Company, in the case of (i), (ii) and (iii), without Glenayre's\nconsent or affirmative vote; provided that, the rights and ownership interest\nof Glenayre are not adversely affected by any such transaction (except that\nto the extent WMC Holding ceases to exist, the obligations of WMC Holding set\nforth in Article III shall be assumed only by Ripplewood and not the other\nshareholders of WMC Holding, and except for the difference in the votes per\nshare of Class A Common Stock and Class B Common Stock); and provided,\nfurther, that WMC Holding shall notify Glenayre in writing of all material\nterms of any such transaction to which this Section 4.2(c) applies no less\nthan 20 days prior to effecting any such transaction.\n\n          4.3.      Restrictions on Certain Fees.  Except as previously\ndisclosed to Glenayre, neither WMC Holding nor any other Affiliate of WMC\nHolding (other than the Company) shall accept from the Company, and the\nCompany shall not pay to WMC Holding or any other Affiliate of the Company\n(other than the Company), any management, consulting, investment banking or\nsimilar fee without the prior written consent of Glenayre, which shall not be\nunreasonably withheld.\n\n\n\n                                     -19-\n\n\n \n\n \n                               V.  MISCELLANEOUS\n\n          5.1. Additional Securities Subject to Agreement.  Each of Glenayre\nand its Permitted Transferees agrees that any other equity securities of the\nCompany which it hereafter acquires by means of a stock split, stock\ndividend, or distribution will be subject to the provisions of this Agreement\nto the same extent as if held on the date hereof.\n\n          5.2. Covenant by GTI.  GTI hereby covenants to cause Glenayre and\nany other Stockholder that is an Affiliate of GTI to comply with the terms of\nthis Agreement and not to take any action directly or indirectly through any\nAffiliate that is expressly prohibited by this Agreement or has the purpose\nor effect of circumventing the express terms of this Agreement.\n\n          5.3. Termination.  The provisions of this Agreement specified below\nwill terminate and be of no further force and effect (other than with respect\nto prior breaches) as follows:  (i) with respect to Sections 2.1, 2.2, 2.3,\n2.4, 2.5, 5.15 and Article IV upon completion of an IPO; (ii) with respect to\nSections 3.1 and 3.2 and Article IV, at such time as Glenayre or any of its\nPermitted Transferees owns no Registrable Securities; (iii) with respect to\nSection 3.3, upon the expiration of the applicable statutes of limitations;\nand (iv) with respect to all other Sections of this Agreement, at such time\nas all Sections of this Agreement other than such other Sections have\nterminated.\n\n          5.4. Notices.  All notices, requests, claims, demands and other\ncommunications hereunder shall be in writing and shall be given or made (and\nshall be deemed to have been duly given or made upon receipt) by delivery in\nperson, by courier service, by cable, by telecopy, by telegram, by telex or\nregistered or certified mail (postage prepaid, return receipt requested) to\nthe respective parties at the addresses set forth in Section 9.2 of the\nAcquisition Agreement (or at such other address for a party as shall be\nspecified in a notice given in accordance with this Section 5.4).\n\n          5.5. Further Assurances.  The parties hereto will sign such further\ndocuments, cause such meetings to be held, resolutions passed, exercise their\nvotes and do and perform and cause to be done such further acts and things as\nmay be necessary in order to give full effect to this Agreement and every\nprovision hereof.\n\n          5.6. Non-Assignability.  This Agreement will inure to the benefit\nof and be binding on the parties hereto and their respective successors and\npermitted assigns.  This Agreement may not be assigned by any party hereto\nwithout the express prior written consent of the other parties, and any\nattempted assignment, without such consents, will be null and void; provided,\nhowever, that WMC Holding may assign or delegate its rights hereunder to any\n\n\n                                     -20-\n\n\n \n\n \nAffiliate of WMC Holding so long as such Affiliate executes and delivers to\nthe Company an Assumption Agreement satisfactory to the Company.\n\n          5.7. Amendment; Waiver.  This Agreement may be amended,\nsupplemented or otherwise modified only by a written instrument executed by\nthe parties hereto.  No waiver by any party of any of the provisions hereof\nwill be effective unless explicitly set forth in writing and executed by the\nparty so waiving.  Except as provided in the preceding sentence, no action\ntaken pursuant to this Agreement, including any investigation by or on behalf\nof any party, will be deemed to constitute a waiver by the party taking such\naction of compliance with any covenants or agreements contained herein.  The\nwaiver by any party hereto of a breach of any provision of this Agreement\nwill not operate or be construed as a waiver of any subsequent breach.\n\n          5.8. Third Parties.  This Agreement does not create any rights,\nclaims or benefits inuring to any person that is not a party hereto nor\ncreate or establish any third party beneficiary hereto.\n\n          5.9. Governing Law.  This Agreement will be governed by, and\nconstrued in accordance with, the laws of the State of New York.\n\n          5.10. Specific Performance.  Without limiting or waiving in any\nrespect any rights or remedies of the parties hereto under this Agreement now\nor hereinafter existing at law or in equity or by statute, each of the\nparties hereto will be entitled to seek specific performance of the\nobligations to be performed by the other in accordance with the provisions of\nthis Agreement.\n\n          5.11. Entire Agreement.  This Agreement sets forth the entire\nunderstanding of the parties hereto with respect to the subject matter\nhereof.\n\n          5.12. Titles and Headings.  The section headings contained in\nthis Agreement are for reference purposes only and will not affect the\nmeaning or interpretation of this Agreement.\n\n          5.13. Severability.  If any provision of this Agreement is\ndeclared by any court of competent jurisdiction to be illegal, void or\nunenforceable, all other provisions of this Agreement will not be affected\nand will remain in full force and effect.\n\n          5.14. Counterparts.  This Agreement may be executed in any\nnumber of counterparts, each of which will be deemed to be an original and\nall of which together will be deemed to be one and the same instrument.\n\n          5.15. Reporting Requirements.  (a)  So long as the Company is\nnot subject to the reporting requirements under Section 12 or 15 of the\n\n                                     -21-\n\n\n \n\n \nSecurities Exchange Act of 1934, as amended, as promptly as practicable, but\nin no event later than 120 days after the end of each fiscal year ending\nafter the date hereof or 60 days after the end of each fiscal quarter ending\nafter the date hereof, as the case may be, the Company shall furnish to\nGlenayre true and correct copies of (i) in the case of any such fiscal year,\nthe audited consolidated balance sheets and the related audited consolidated\nstatements of income and cash flows of the Company and its subsidiaries as of\nthe last day of and for the fiscal year then ended, together with the\naccompanying report of the Company's auditors thereon, and (ii) to the extent\navailable, in the case of each fiscal quarter, the unaudited consolidated\nbalance sheets and related unaudited consolidated statements of income and\ncash flows of the Company and its subsidiaries for the fiscal quarter then\nended, which financial statements shall be prepared in accordance with United\nStates generally accepted accounting principles (in each case, together with\nany notes relating thereto); provided, that notwithstanding the foregoing,\nfor so long as Glenayre and its Permitted Transferees own shares of Common\nStock, the Company shall deliver to Glenayre and each of its Permitted\nTransferees true and complete copies of such financial and other information\nas is provided from time to time to any financing source of the Company or\nWMC Holding and, provided, further, that if the Company ceases to be required\nto provide financial and other information to its financing sources during\nsuch time, the Company shall nonetheless thereafter continue to provide to\nGlenayre such financial and other information in the form and on the schedule\npreviously provided to such financing sources.\n\n          (b)  In the event that the Company is not preparing financial\nstatements described in clause (ii) of paragraph (a) above, then as promptly\nas practicable, the Company will deliver to Glenayre true and complete copies\nof such other regularly-prepared financial statements, reports and analyses\nas may be prepared by the Company or any subsidiary thereof relating to the\nbusiness or operations of the Company or any subsidiary thereof.\n\n          (c)  Glenayre agrees to keep confidential all nonpublic information\nmade available to Glenayre pursuant to this Section 5.15; provided, however,\nthat Glenayre will not be required to maintain as confidential any such\ninformation that (a) becomes generally available to the public other than as\na result of a disclosure by Glenayre or (b) is required to be disclosed\npursuant to the terms of a valid subpoena or order by governmental authority\nor other legal requirement.\n\n          5.16. Representations.  Each of the parties hereto represents\nthat this Agreement has been duly executed and delivered by such party and\nconstitutes a legal, valid and binding obligation of such party enforceable\nagainst it in accordance with the terms of this Agreement.\n\n\n\n\n                                     -22-\n\n\n \n\n \n          IN WITNESS WHEREOF, each of the undersigned has executed this\nAgreement or caused this Agreement to be executed on its behalf as of the\ndate first written above.\n\n                                WESTERN MULTIPLEX CORPORATION\n\n\n                                By:  \/s\/  Jeffrey M. Hendren\n                                     -----------------------------\n                                     Name: Jeffrey M. Hendren\n                                     Title:  Secretary\n\n\n                                WMC HOLDING CORP.\n\n\n                                By:   \/s\/  Jeffrey M. Hendren\n                                     -----------------------------\n                                     Name: Jeffrey M. Hendren\n                                     Title: Vice President\n\n\n                                GTI ACQUISITION CORP.\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\n\n\n\n\n\n\n                            Stockholders Agreement\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9318],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9629,9633],"class_list":["post-43950","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-western-multiplex-corp","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43950","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=43950"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43950"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43950"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43950"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}