{"id":43978,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/voting-agreement-adaptive-broadband-corp-and-wmc-holding-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"voting-agreement-adaptive-broadband-corp-and-wmc-holding-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/voting-agreement-adaptive-broadband-corp-and-wmc-holding-llc.html","title":{"rendered":"Voting Agreement &#8211; Adaptive Broadband Corp. and WMC Holding LLC"},"content":{"rendered":"<pre> \n     VOTING AGREEMENT, dated as of November 12, 2000 (this \"Agreement\"), between\n                                                            ---------\nAdaptive Broadband Corporation, a Delaware corporation (\"Adaptive\") and WMC\n                                                         --------\nHolding LLC, a Delaware limited liability company (\"WMC\").\n                                                    ---\n\n                                    RECITALS\n\n     Adaptive, Western Multiplex Corporation, a Delaware corporation (\"Western\")\n                                                                       -------\nand WA Merger Sub, Inc., a wholly-owned subsidiary of Western (\"Merger Sub\")\n                                                                ----------\npropose to enter into an Agreement and Plan of Merger, dated as of November 12,\n2000 (the \"Merger Agreement;\" capitalized terms used without definition herein\n           ----------------\nhaving the meanings assigned to them in the Merger Agreement), pursuant to which\nMerger Sub would be merged (the \"Merger\") with and into Adaptive.\n                                 ------\n\n     As a condition of its entering into the Merger Agreement, Adaptive has\nrequested that WMC agree, and WMC has agreed, to enter into this Agreement.\n\n     As of the date hereof, WMC is the record and beneficial owner of 39,796,351\nshares of Western Common Stock (the \"Existing Shares\" and, together with any\n                                     ---------------\nshares of Western Common Stock or other voting capital stock of Western acquired\nafter the date hereof, whether upon the exercise of warrants, options,\nconversion of convertible securities or otherwise, less any shares of Western\ncommon stock transferred prior to the Effective Time in accordance with the\nterms of this Agreement, collectively WMC's \"Shares\"), representing\n                                             ------\napproximately 71.6% of the aggregate issued and outstanding shares of Western\nCommon Stock as of the date hereof.\n\n     Prior to the date hereof, Adaptive and WMC had no agreement, arrangement or\nunderstanding for the purpose of acquiring, holding, voting or disposing of the\nShares.\n\n     In consideration for the agreements contained herein, prior to the date\nhereof, the board of directors of Western has approved the agreement of WMC to\nvote as provided in this Agreement.\n\n                                   ARTICLE I\n\n                                    VOTING\n                                    ------\n\n     1.1. Agreement to Vote.\n     -----------------------\n\n     WMC hereby agrees during the term of this Agreement that it shall, and\nshall cause the holder of record on any applicable record date to, at the\nrequest of Adaptive, at any meeting (whether annual or special and whether or\nnot an adjourned or postponed meeting) of stockholders of Western, however\ncalled, or in connection with any written consent of the holders of Western\nCommon Stock, (a) if a meeting is held, appear at such meeting or otherwise\ncause the Shares to be counted as present thereat for purposes of establishing a\nquorum, and (b) vote or consent (or cause to be voted or consented), in person\nor by proxy, all Shares, and any \n\n \nother voting securities of Western (whether acquired heretofore or hereafter)\nthat are beneficially owned (within the meaning of Rule 13d-3 of the Securities\nExchange Act of 1934, as amended), or held of record by WMC or as to which WMC\nhas, directly or indirectly, the right to vote or direct the voting as of the\nrelevant record date (collectively, the \"Subject Shares\"), in favor of the\n                                         --------------\napproval of the issuance of Western Common Stock in connection with the Merger,\nthe Merger Agreement and the transactions contemplated thereby. WMC further\nagrees to use its reasonable good faith efforts to cause the shareholders of\nWestern to approve the issuance of Western Common Stock in connection with the\nMerger, the Merger Agreement and the transactions and matters contemplated in\nconnection therewith. In the event Western's board of directors does not call a\nmeeting of its stockholders to approve the Merger and the transactions and\nmatters contemplated in connection therewith, WMC agrees to take all action\npermitted under the amended and restated certificate of incorporation and bylaws\nof Western and under Delaware law necessary to call a meeting of its\nstockholders to approve the Merger and the transactions and matters contemplated\nin connection therewith.\n\n     1.2. Proxy.\n     -----------\n\n     WMC hereby agrees to grant to Adaptive a proxy to vote the Subject Shares\nas indicated in Section 1.1 above if WMC fails for any reason to vote the\nSubject Shares in accordance with Section 1.1. WMC agrees that such a proxy\nwould be irrevocable and would be coupled with an interest and agrees that it\nwill take such further action or execute such other instruments as may be\nnecessary or desirable to effectuate the intent of such a proxy and hereby\nrevokes any proxy previously granted by it with respect to the Subject Shares.\n\n     1.3. No Ownership Interest.\n     ---------------------------\n\n     Nothing contained in this Agreement shall be deemed to vest in Adaptive any\ndirect or indirect ownership or incidence of ownership of or with respect to any\nSubject Shares. All rights, ownership and economic benefits of and relating to\nthe Subject Shares shall remain vested in and belong to WMC, and Adaptive shall\nhave no authority to manage, direct, superintend, restrict, regulate, govern, or\nadminister any of the policies or operations of Western or exercise any power or\nauthority to direct WMC in the voting of any of the Subject Shares, except as\notherwise provided herein, or in the performance of WMC's duties or\nresponsibilities as a stockholder of Western.\n\n     1.4. No Inconsistent Agreements.\n     --------------------------------\n\n     WMC hereby covenants and agrees that, except as contemplated by this\nAgreement and the Merger Agreement, WMC (a) has not entered, and shall not enter\nat any time while this Agreement remains in effect, into any voting agreement or\nvoting trust with respect to the Shares and (b) has not granted, and shall not\ngrant at any time while this Agreement remains in effect, a proxy or power of\nattorney with respect to the Shares, in either case, which is inconsistent with\nWMC's obligations pursuant to this Agreement.\n\n                                       2\n\n \n                                  ARTICLE II\n\n                     REPRESENTATIONS AND WARRANTIES OF WMC\n                     -------------------------------------\n\n     WMC hereby represents and warrants to Adaptive as follows:\n\n     2.1. Authorization; Validity of Agreement; Necessary Action.\n     ------------------------------------------------------------\n\n     WMC has full power and authority to execute and deliver this Agreement, to\nperform WMC's obligations hereunder and to consummate the transactions\ncontemplated hereby. The execution, delivery and performance by WMC of this\nAgreement and the consummation by it of the transactions contemplated hereby\nhave been duly and validly authorized by WMC and no other actions or proceedings\non the part of WMC are necessary to authorize the execution and delivery by it\nof this Agreement and the consummation by it of the transactions contemplated\nhereby. This Agreement has been duly executed and delivered by WMC, and,\nassuming this Agreement constitutes a valid and binding obligation of Adaptive,\nconstitutes a valid and binding obligation of WMC, enforceable against it in\naccordance with its terms, except that (i) such enforcement may be subject to\napplicable bankruptcy, insolvency or other similar laws, now or hereafter in\neffect, affecting creditors' rights generally, and (ii) the remedy of specific\nperformance and injunctive and other forms of equitable relief may be subject to\nequitable defenses and to the discretion of the court before which any\nproceeding therefor may be brought.\n\n     2.2. Shares.\n     ------------\n\n     The Existing Shares are, and all of WMC's Shares from the date hereof\nthrough and on the Closing Date (as defined in the Merger Agreement) have been\nand will be, owned beneficially and of record by WMC (subject to any\ndispositions of Shares permitted by Section 4.1(a) hereof). As of the date\nhereof, the Existing Shares constitute all of the shares of Western Common\nStock, options, warrants, rights to acquire, or other securities convertible or\nexchangeable for Western Common Stock owned of record or beneficially by WMC.\nWMC has or will have sole voting power, sole power of disposition, sole power to\nissue instructions with respect to the matters set forth in Article I hereof,\nand sole power to agree to all of the matters set forth in this Agreement, in\neach case with respect to all of the Existing Shares and with respect to all of\nthe Shares on the Closing Date, with no limitations, qualifications or\nrestrictions on such rights, subject to applicable federal securities laws and\nthe terms of this Agreement.\n\n     2.3. No Conflicts.\n     ------------------\n\n     No filing with, and no permit, authorization, consent or approval of, any\nstate or Person is necessary for the execution of this Agreement by WMC and the\nconsummation by WMC of the transactions contemplated hereby (other than (i)\nfilings under the DGCL required to effect the Merger, (ii) the filing of a\npre-merger notification and report form by Western under the HSR, (iii) the\nfiling of the Form S-4 and the Joint Proxy Statement\/Prospectus by Western and\nAdaptive in connection with the Merger, or (iv) as otherwise contemplated by the\nMerger Agreement) and neither the execution and delivery of this Agreement by\nWMC nor the \n\n                                       3\n\n \nconsummation by WMC of the transactions contemplated hereby nor compliance by\nWMC with any of the provisions hereof shall conflict with or result in any\nbreach of any organizational documents applicable to WMC, result in a violation\nor breach of, or constitute (with or without notice or lapse of time or both) a\ndefault (or give rise to any third-party right of termination, cancellation,\nmaterial modification or acceleration) under any of the terms, conditions or\nprovisions of any note, bond, mortgage, indenture, license, contract,\ncommitment, arrangement, understanding, agreement or other instrument or\nobligation of any kind to which WMC is a party or by which its properties or\nassets may be bound or violate any order, writ, injunction, decree, judgment,\norder, statute, rule or regulation applicable to WMC or any of its properties or\nassets.\n\n     2.4. No Liens.\n     --------------\n\n     The Existing Shares are, and the Shares on the Closing Date (subject to any\ntransfers permitted by Section 4.1(a)) will be, held by WMC, or by a nominee or\ncustodian for the exclusive benefit of WMC, free and clear of all liens, claims,\nsecurity interests, proxies, voting trusts or agreements, understandings or\narrangements or any other encumbrances whatsoever, except for any encumbrances\narising hereunder.\n\n                                  ARTICLE III\n\n                  REPRESENTATIONS AND WARRANTIES OF ADAPTIVE\n                  ------------------------------------------\n\n     Adaptive represents and warrants to WMC as follows:\n\n     3.1. Power: Binding Agreement.\n     ------------------------------\n\n     Adaptive has full corporate power and authority to execute and deliver this\nAgreement and to perform all of its obligations under this Agreement. This\nAgreement has been duly and validly executed and delivered by Adaptive and\nconstitutes a valid and binding agreement of Adaptive, enforceable against\nAdaptive in accordance with its terms, except that (i) such enforcement may be\nsubject to applicable bankruptcy, insolvency or other similar laws, now or\nhereafter in effect, affecting creditors' rights generally, and (ii) the remedy\nof specific performance and injunctive and other forms of equitable relief may\nbe subject to equitable defenses and to the discretion of the court before which\nany proceeding therefor may be brought.\n\n     3.2. No Conflicts.\n     ------------------\n\n     No filing with, and no permit, authorization, consent or approval of, any\nPerson is necessary for the execution of this Agreement by Adaptive and the\nconsummation by Adaptive of the transactions contemplated hereby and neither the\nexecution and delivery of this Agreement by Adaptive nor the consummation by\nAdaptive of the transactions contemplated hereby nor compliance by Adaptive with\nany of the provisions hereof shall conflict with or result in any breach of any\norganizational documents applicable to Adaptive, result in a violation or breach\nof, or constitute (with or without notice or lapse of time or both) a default\n(or give rise to any third-party right of termination, cancellation, material\nmodification or acceleration) under any of the terms, conditions or provisions\nof any note, bond, mortgage, indenture, license, contract, commitment,\narrangement, understanding, agreement or other instrument or obligation of any\n\n                                       4\n\n \nkind to which Adaptive is a party or by which Adaptive's properties or assets\nmay be bound or violate any order, writ, injunction, decree, judgment, order,\nstatute, rule or regulation applicable to Adaptive or any of Adaptive's\nproperties or assets.\n\n                                  ARTICLE IV\n\n                                OTHER COVENANTS\n                                ---------------\n\n     4.1. Further Agreements of WMC.\n     -------------------------------\n\n          (a) WMC hereby agrees, while this Agreement is in effect, and except \nas contemplated hereby, not to sell, transfer, pledge, encumber, assign or\notherwise dispose of (collectively, a \"Transfer\") or enforce or permit the\nexecution of the provisions of any redemption, share purchase or sale,\nrecapitalization or other agreement with Western or enter into any contract,\noption or other arrangement or understanding with respect to the offer for sale,\nsale, transfer, pledge, encumbrance, assignment or other disposition of, any of\nits Existing Shares, any Shares acquired after the date hereof, any securities\nexercisable for or convertible into Western Common Stock, any other capital\nstock of Western or any interest in any of the foregoing with any Person, except\nto a Person who agrees in writing, in an instrument reasonably acceptable to\nAdaptive, to be bound by this Agreement.\n\n          (b) Immediately after the execution of this Agreement (and from time \nto time upon the acquisition by WMC of securities of Western prior to the\nexpiration of this Agreement) and until the expiration of this Agreement, WMC\nshall ensure that each certificate evidencing any securities of Western\ntransferred by WMC bears a legend in the following form:\n\n     THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,\nEXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE\nTERMS AND PROVISIONS OF THE VOTING AGREEMENT DATED AS OF NOVEMBER 12, 2000,\nBETWEEN THE ISSUER AND WMC HOLDING LLC, AS IT MAY BE AMENDED, A COPY OF WHICH IS\nON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.\n\n          (c) In the event of a stock dividend or distribution, or any change in\nWestern Common Stock by reason of any stock dividend or distribution, or any\nchange in Western Common Stock by reason of any stock dividend, split-up,\nrecapitalization, combination, exchange of shares or the like, the term \"Shares\"\nshall be deemed to refer to and include the Shares as well as all such stock\ndividends and distributions and any securities into which or for which any or\nall of the Shares may be changed or exchanged or which are received in such\ntransaction.\n\n          (d) WMC agrees that neither it nor any of the officers and directors \nof it shall, and it shall direct and use its reasonable best efforts to cause\nits employees, agents and representatives (including any attorney or accountant\nretained by it) not to, directly or indirectly, (i) initiate, solicit, encourage\nor knowingly facilitate any inquiries or the making of any proposal or offer\nwith respect to, or a transaction to effect an Acquisition Proposal relating to\nWestern (as \n\n                                       5\n\n \ndefined in the Merger Agreement), (ii) have any discussion with or provide any\nconfidential information or data to any Person relating to an Acquisition\nProposal relating to Western, or engage in any negotiations concerning an\nAcquisition Proposal relating to Western, or knowingly facilitate any effort or\nattempt to make or implement an Acquisition Proposal relating to Western, (iii)\napprove or recommend, or propose publicly to approve or recommend, any\nAcquisition Proposal relating to Western or (iv) approve or recommend, or\npropose publicly to approve or recommend, or execute or enter into, any letter\nof intent, agreement in principle, merger agreement, acquisition agreement,\noption agreement or other similar agreement relating to any Acquisition Proposal\nrelating to Western. WMC agrees that it will, and will cause its officers,\ndirectors and representatives to, immediately cease and cause to be terminated\nany activities, discussions or negotiations existing as of the date of this\nAgreement with any parties conducted heretofore with respect to any Acquisition\nProposal relating to Western. For the avoidance of doubt, this paragraph 4.1(d)\nshall not limit the fiduciary duties to Western of any officer or director of\nWMC that is also a director of Western.\n\n                                   ARTICLE V\n\n                                 MISCELLANEOUS\n                                 -------------\n\n     5.1. Termination.\n     -----------------\n\n     This Agreement shall terminate and no party shall have any rights or duties\nhereunder upon the earlier of (a) the Effective Time, (b) a determination by the\nBoard of Directors of Adaptive that an Acquisition Proposal constitutes a\nSuperior Proposal under Section 5.4 of the Merger Agreement or (c) termination\nof the Merger Agreement pursuant to Section 7.1 thereof. Nothing in this Section\n5.1 shall relieve or otherwise limit any party of liability for breach of this\nAgreement. Upon any termination of this Agreement, this Agreement shall\nthereupon become void and of no further force and effect, and there shall be no\nliability in respect of this Agreement or of any transactions contemplated\nhereby on the part of any party hereto or any of its directors, officers,\npartners, members, stockholders, employees, agents, advisors, representatives or\naffiliates; provided, however, that nothing herein shall relieve any party from\nany liability for such party's material breach of this Agreement; and provided\nfurther that nothing in this Section 5.1 shall limit, restrict, impair, amend or\notherwise modify the rights, remedies, obligations or liabilities of any person\nunder any other contract or agreement, including, without limitation, the Merger\nAgreement.\n\n     5.2. Further Assurances.\n     ------------------------\n\n     From time to time, at the other party's request and without further\nconsideration, each party hereto shall execute and deliver such additional\ndocuments and take all such further action as may be necessary or appropriate to\nconsummate the transactions contemplated by this Agreement.\n\n     5.3. Noninterference.\n     ---------------------\n\n                                       6\n\n \n     WMC hereby agrees and covenants that it shall not, directly or indirectly,\ntake any action that would make any representation or warranty contained herein\nuntrue or incorrect or have the effect of preventing or disabling WMC from\nperforming its obligations under this Agreement.\n\n     5.4. Notices.\n     -------------\n\n     All notices and other communications hereunder shall be in writing and\nshall be deemed duly given (a) on the date of delivery if delivered personally,\nor by telecopy or facsimile, upon confirmation of receipt, (b) on the first\nBusiness Day following the date of dispatch if delivered by a recognized\nnext-day courier service, or (c) on the tenth Business Day following the date of\nmailing if delivered by registered or certified mail, return receipt requested,\npostage prepaid. All notices hereunder shall be delivered as set forth below, or\npursuant to such other instructions as may be designated in writing by the party\nto receive such notice:\n\n         (a) if to WMC to:\n\n             WMC Holding LLC\n             1196 Borregas Avenue\n             Sunnyvale, California 94089\n             Fax:  (408) 734-4573\n             Attention:  Chief Financial Officer\n\n             with a copy to:\n\n             Simpson Thacher &amp; Bartlett\n             10 Universal City Plaza, Suite 1850\n             Universal City, California  91608\n             Fax:  (818) 755-7009\n             Attention:  Daniel Clivner, Esq.\n\n         (b) if to Adaptive to:\n\n             Adaptive Broadband Corporation\n             1143 Borregas Avenue\n             Sunnyvale, California 94089\n             Fax:  (408) 743-3449\n             Attention:  General Counsel\n\n             with a copy to:\n\n             Cooley Godward LLP\n             One Maritime Plaza, 20th Floor\n             San Francisco, California 94111\n             Fax: (415) 951-3699\n             Attention:  Kenn Guernsey, Esq.\n\n                                       7\n\n \n     5.5. Counterparts.\n     ------------------\n\n     This Agreement may be executed in one or more counterparts, all of which\nshall be considered one and the same agreement and shall become effective when\none or more counterparts have been signed by each of the parties and delivered\nto the other party, it being understood that both parties need not sign the same\ncounterpart.\n\n     5.6. Governing Law.\n     -------------------\n\n     This Agreement shall be governed and construed in accordance with the laws\nof the State of Delaware, without regard to conflicts of laws principles\nthereof.\n\n     5.7. Submission to Jurisdiction; Waivers.\n     -----------------------------------------\n\n     Each of WMC and Adaptive irrevocably agrees that any legal action or\nproceeding with respect to this Agreement or for recognition and enforcement of\nany judgment in respect hereof brought by the other party hereto or its\nsuccessors or assigns may be brought and determined in the Chancery or other\nCourts of the State of Delaware, and each of WMC and Adaptive hereby irrevocably\nsubmits with regard to any such action or proceeding for itself and in respect\nto its property, generally and unconditionally, to the exclusive jurisdiction of\nthe aforesaid courts. Each of WMC and Adaptive hereby irrevocably waives, and\nagrees not to assert, by way of motion, as a defense, counterclaim or otherwise,\nin any action or proceeding with respect to this Agreement, (a) any claim that\nit is not personally subject to the jurisdiction of the above-named courts for\nany reason other than the failure to lawfully serve process, (b) that it or its\nproperty is exempt or immune from jurisdiction of any such court or from any\nlegal process commenced in such courts (whether through service of notice,\nattachment prior to judgment, attachment in aid of execution of judgment,\nexecution of judgment or otherwise), (c) to the fullest extent permitted by\napplicable law, that (i) the suit, action or proceeding in any such court is\nbrought in an inconvenient forum, (ii) the venue of such suit, action or\nproceeding is improper and (iii) this Agreement, or the subject matter hereof,\nmay not be enforced in or by such courts and (d) any right to a trial by jury.\n\n     5.8. Amendment.\n     ---------------\n\n     This Agreement may not be amended except by an instrument in writing signed\non behalf of each of the parties hereto.\n\n     5.9. Enforcement.\n     -----------------\n\n     The parties agree that irreparable damage would occur in the event that any\nof the provisions of this Agreement were not performed in accordance with their\nspecific terms. It is accordingly agreed that the parties shall be entitled to\nspecific performance of the terms hereof, this being in addition to any other\nremedy to which they are entitled at law or in equity, including without\nlimitation injunctive relief.\n\n     5.10. Entire Agreement.\n     -----------------------\n\n                                       8\n\n \n     This Agreement constitutes the entire agreement and supersedes all prior\nagreements and understandings, both written and oral, among the parties, or any\nof them, with respect to the subject matter hereof.\n\n     5.11. Severability.\n     -------------------\n\n     If any provision of this Agreement or any part of any such provision is\nheld under any circumstances to be invalid or unenforceable in any jurisdiction,\nthen (a) such provisions or part thereof shall, with respect to such\ncircumstances and in such jurisdiction, be deemed amended to conform to\napplicable laws so as to be valid and enforceable to the fullest possible\nextent, (b) the invalidity or unenforceability of such provision or part thereof\nunder such circumstances and in such jurisdiction shall not affect the validity\nor enforceability of such provision or part thereof under any other\ncircumstances or in any other jurisdiction, and (c) the invalidity or\nunenforceability of such provision or part thereof shall not affect the validity\nor enforceability of the remainder of such provision or the validity or\nenforceability of any other provision of this Agreement. Each provision of this\nAgreement is separable from every other provision of this Agreement, and each\npart of each provision of this Agreement is separable from every other part of\nsuch provision.\n\n     5.12. Assignment; Binding Effect.\n     ---------------------------------\n\n     Except as provided herein, neither this Agreement nor any of the interests\nor obligations hereunder may be assigned or delegated by WMC and any attempt or\npurported assignment or delegation of any of such interests or obligations shall\nbe void. Subject to the preceding sentence, this Agreement shall be binding upon\nWMC and its successors and assigns, and shall inure to the benefit of Adaptive\nand its successors and assigns. Without limiting any of the restrictions set\nforth in this Agreement, this Agreement shall be binding upon any Person to whom\nany Subject Shares are transferred. Nothing in this Agreement is intended to\nconfer on any Person (other than Adaptive and its successors and assigns) any\nrights or remedies of any nature.\n\n     5.13. Waiver.\n     -------------\n\n     No failure on the part of Adaptive to exercise any power, right, privilege\nor remedy under this Agreement, and no delay on the part of Adaptive in\nexercising any power, right, privilege or remedy under this Agreement, shall\noperate as a wavier of such power, right, privilege or remedy; and no single or\npartial exercise of any such power, right, privilege or remedy shall preclude\nany other or further exercise thereof or of any other power, right, privilege or\nremedy. Adaptive shall not be deemed to have waived any claim available to\nAdaptive arising out of this Agreement, or any power, right, privilege or remedy\nof Adaptive under this Agreement, unless the waiver of such claim, power, right,\nprivilege or remedy is expressly set forth in a written instrument duly executed\nand delivered on behalf of Adaptive; and any such waiver shall not be applicable\nor have any effect except in the specific instance in which it is given.\n\n                [Remainder of this page intentionally left blank]\n\n                                       9\n\n \n                  IN WITNESS WHEREOF, WMC and Adaptive have caused this\nAgreement to be signed by their respective officers or other authorized persons\nthereunto duly authorized as of the date first written above.\n\n\n\n                                WMC Holding LLC\n\n\n                                By: \/s\/ Jeff Hendren                            \n                                   -------------------------------------------\n                                   Name:  Jeff Hendren\n                                   Title: Vice President\n\n\n\n                                By: \/s\/ Frederick D. Lawrence\n                                   -------------------------------------------\n                                   Name:  Frederick D. Lawrence \n                                   Title: Chairman and Chief Executive Officer\n\n                                       10\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-43978","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\/43978","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=43978"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43978"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43978"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43978"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}