Exhibit 4.1


 


WARRANT


 


TO
PURCHASE COMMON STOCK


 


OF


 


PROXIM
CORPORATION


 


 


	
  Issue Date: February 7, 2005

  	
   

  	
  Warrant
  No.        

  



 


THIS CERTIFIES that [                                                              ]
or any subsequent holder hereof (the “Holder”), has the right to
purchase from PROXIM CORPORATION, a Delaware corporation (the “Company”),
up to [                ]
fully paid and nonassessable shares of the Company’s common stock, par value $0.01
per share (the “Common Stock”), subject to adjustment as provided
herein, at a price per share equal to the Exercise Price (as defined below), at
any time and from time to time beginning on the date that is six months
following the date on which this Warrant is originally issued (the “Issue
Date”) and ending at 6:00 p.m., eastern time, on the date that is the fifth
(5th) anniversary of the Issue Date (or, if such date is not a
Business Day (as defined below), on the Business Day immediately following such
date) (the “Expiration Date”). 
This Warrant is issued pursuant to a Subscription Agreement dated as of February     ,
2005, (the “Subscription Agreement”). 
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Subscription Agreement.


 


1.                                       Exercise.


 


(a)                                  Right
to Exercise; Exercise Price.  The
Holder shall have the right to exercise this Warrant at any time and from time
to time during the period beginning on the date that is six (6) months
following the Issue Date and ending on the Expiration Date as to all or any
part of the shares of Common Stock covered hereby (the “Warrant Shares”).  The “Exercise Price” for each Warrant
Share purchased by the Holder upon the exercise of this Warrant shall be equal
to $2.35, subject to adjustment for the events specified in Section 6
below.


 


(b)                                 Exercise
Notice.  In order to exercise this
Warrant, the Holder shall send to the Company by facsimile transmission, at any
time prior to 6:00 p.m., eastern time, on the Business Day on which the Holder
wishes to effect such exercise (the “Exercise Date”), (i) a notice of
exercise in substantially the form attached hereto as Exhibit A (the “Exercise
Notice”), and (ii) a copy of the original Warrant, and, in the case of a
Cash Exercise (as defined below), the Holder shall pay the Exercise Price to
the Company by wire transfer.  (“Business
Day” means any day other than a Saturday, a Sunday or a day on which the
New York Stock Exchange or commercial banks located in New York City are
authorized or permitted by law to close.)  The Exercise Notice shall state the name or
names in which the shares of Common Stock that are issuable on such exercise
shall be issued.  In the case of a
dispute between the Company and the Holder as to


 





















 


the calculation of the Exercise Price or the number of Warrant Shares
issuable hereunder (including, without limitation, the calculation of any
adjustment pursuant to Section 6 below), the Company shall issue to
the Holder the number of Warrant Shares that are not disputed within the time
periods specified in Section 2 below and shall submit the disputed
calculations to a certified public accounting firm of national reputation
(other than the Company’s regularly retained accountants) within two (2)
Business Days following the date on which the Holder’s Exercise Notice is
delivered to the Company.  The Company
shall cause such accountant to calculate the Exercise Price and/or the number
of Warrant Shares issuable hereunder and to notify the Company and the Holder
of the results in writing no later than three (3) Business Days following the
day on which such accountant received the disputed calculations (the “Dispute
Procedure”). Such accountant’s calculation shall be deemed conclusive
absent manifest error.  The fees of any
such accountant shall be borne by the party whose calculations were most at
variance with those of such accountant.


 


(c)           Holder of Record.  The Holder shall, for all purposes, be deemed
to have become the holder of record of the Warrant Shares specified in an
Exercise Notice on the Exercise Date specified therein, irrespective of the
date of delivery of such Warrant Shares. 
Except as specifically provided herein, nothing in this Warrant shall be
construed as conferring upon the Holder hereof any rights as a stockholder of the
Company prior to the Exercise Date.


 


(d)                                 Cancellation
of Warrant.  This Warrant shall be
canceled upon its exercise in full and, if this Warrant is exercised in part,
the Company shall, at the time that it delivers Warrant Shares to the Holder
pursuant to such exercise as provided herein, issue a new warrant, and deliver
to the Holder a certificate representing such new warrant, with terms identical
in all respects to this Warrant (except that such new warrant shall be
exercisable into the number of shares of Common Stock with respect to which
this Warrant shall remain unexercised); provided, however,
that the Holder shall be entitled to exercise all or any portion of such new
warrant at any time following the time at which this Warrant is exercised,
regardless of whether the Company has actually issued such new warrant or
delivered to the Holder a certificate therefor.


 


2.                                       Delivery
of Warrant Shares Upon Exercise. 
Upon receipt of a fax copy of an Exercise Notice pursuant to Section 1
above, the Company shall, (A) in the case of a Cash Exercise, no later than the
close of business on the later to occur of (i) the third (3rd) Business Day
following the Exercise Date specified in such Exercise Notice and (ii) the date
on which the Company shall have received payment of the Exercise Price, (B) in
the case of a Cashless Exercise (as defined below), no later than the close of
business on the third (3rd) Business Day following the Exercise Date specified
in such Exercise Notice, and (C) with respect to Warrant Shares that are the
subject of a Dispute Procedure, the close of business on the third (3rd)
Business Day following the determination made pursuant to Section 1(b)
(each of the dates specified in (A), (B) and (C) being referred to as a “Delivery
Date”), issue and deliver or caused to be delivered to the Holder the
number of Warrant Shares as shall be determined as provided herein.  The Company shall effect delivery of Warrant
Shares to the Holder, as long as the Company’s designated transfer agent (the “Transfer
Agent”) participates in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer program (“FAST”) and no restrictive legend
is required pursuant to the terms of this Warrant or the Subscription Agreement,
by crediting the account of the Holder or its nominee at DTC (as specified in
the applicable Exercise Notice) with the number of Warrant Shares required to
be delivered, no later than the close of


 


2





















 


business on such Delivery Date. 
In the event that the Transfer Agent is not a participant in FAST or if
the Holder so specifies in a Exercise Notice or otherwise in writing on or
before the Exercise Date, the Company shall effect delivery of Warrant Shares
by delivering to the Holder or its nominee physical certificates representing
such Warrant Shares, no later than the close of business on such Delivery
Date.  Warrant Shares delivered to the
Holder shall not contain any restrictive legend unless such legend is required
pursuant to the terms of the Subscription Agreement.


 


3.                                       Failure
to Deliver Warrant Shares.


 


(a)                                  In
the event that the Company fails for any reason to deliver to the Holder the
number of Warrant Shares specified in the applicable Exercise Notice on or
before the Delivery Date therefor (an “Exercise Default”), the Company
shall pay to the Holder payments (“Exercise Default Payments”) in the
amount of (i) (N/365) multiplied by (ii) the aggregate Exercise Price of
the Warrant Shares which are the subject of such Exercise Default multiplied
by (iii) the lower of fifteen percent (15%) per annum and the maximum rate
permitted by applicable law, where “N” equals the number of days elapsed
between the original Delivery Date of such Warrant Shares and the date on which
all of such Warrant Shares are issued and delivered to the Holder.  Cash amounts payable hereunder shall be paid
on or before the fifth (5th) Business Day of each calendar month following the
calendar month in which such amount has accrued.


 


(b)                                 In
the event of an Exercise Default, the Holder may, upon written notice to the
Company (an “Exercise Default Notice”), regain on the date of such
notice the rights of the Holder under the exercised portion of this Warrant
that is the subject of such Exercise Default. 
In the event of such Exercise Default and delivery of an Exercise
Default Notice, the Holder shall retain all of the Holder’s rights and remedies
with respect to the Company’s failure to deliver such Warrant Shares (including
without limitation the right to receive the cash payments specified in Section 3(a)
above).


 


(c)                                  The
Holder’s rights and remedies hereunder are cumulative, and no right or remedy
is exclusive of any other.  In addition
to the amounts specified herein, the Holder shall have the right to pursue all
other remedies available to it at law or in equity (including, without
limitation, a decree of specific performance and/or injunctive relief). Nothing
herein shall limit the Holder’s right to pursue actual damages for the Company’s
failure to issue and deliver Warrant Shares on the applicable Delivery Date
(including, without limitation, damages relating to any purchase of Common
Stock by the Holder to make delivery on a sale effected in anticipation of
receiving Warrant Shares upon exercise, such damages to be in an amount equal to
(A) the aggregate amount paid by the Holder for the Common Stock so purchased minus
(B) the aggregate amount of net proceeds, if any, received by the Holder from
the sale of the Warrant Shares issued by the Company pursuant to such
exercise).


 


4.                                       Exercise
Limitations.  In no event shall a
Holder be permitted to exercise this Warrant, or part hereof, if, upon such
exercise, the number of shares of Common Stock beneficially owned by the Holder
(other than shares which would otherwise be deemed beneficially owned except
for being subject to a limitation on conversion or exercise analogous to the
limitation contained in this Section 4), would exceed 4.99% of
the number of shares of Common Stock then issued and outstanding. As used
herein, beneficial ownership shall be


 


3





















 


determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder. To the extent that
the limitation contained in this Section 4 applies, the submission
of an Exercise Notice by the Holder shall be deemed to be the Holder’s
representation that this Warrant is exercisable pursuant to the terms hereof
and the Company shall be entitled to rely on such representation without making
any further inquiry as to whether this Section 4 applies. Nothing
contained herein shall be deemed to restrict the right of a Holder to exercise
this Warrant, or part thereof, at such time as such exercise will not violate
the provisions of this Section 4. 
This Section 4 may not be amended unless such amendment is
approved by the holders of a majority of the Common Stock then outstanding; provided, however, that the limitations contained in this Section 4
shall cease to apply (x) upon sixty (60) days’ prior written notice from the
Holder to the Company, or (y) immediately upon written notice from the Holder
to the Company at any time after the public announcement or other disclosure of
a Major Transaction (as defined below) or a Change of Control.


 


5.                                       Payment
of the Exercise Price; Cashless Exercise. 
The Holder may pay the Exercise Price in either of the following forms
or, at the election of Holder, a combination thereof:


 


(a)                                  through
a cash exercise (a “Cash Exercise”) by delivering immediately available
funds, or


 


(b)                                 if,
at any time, there is not an effective and available registration statement
under the Securities Act of 1933, as amended (the “Securities Act”),
providing for the offering of securities on a continuous or delayed basis and covering
either (i) the issuance of the Warrant Shares hereunder to the Holder or (ii)
the resale of the Warrant Shares issuable hereunder by the Holder, through a
cashless exercise (a “Cashless Exercise”), as hereinafter provided.  The Holder may effect a Cashless Exercise by
surrendering this Warrant to the Company and noting on the Exercise Notice that
the Holder wishes to effect a Cashless Exercise, upon which the Company shall
issue to the Holder a number of Warrant Shares determined as follows:


 


	
   

  	
  X = Y x (A-B)/A

  
	
   

  	
   

  
	
  where:

  	
  X = the number of Warrant Shares to be issued to the Holder;

  
	
   

  	
   

  
	
   

  	
  Y = the number of Warrant Shares with
  respect to which this Warrant is being exercised;

  
	
   

  	
   

  
	
   

  	
  A = the Market Price (as defined below) as of the Exercise Date; and

  
	
   

  	
   

  
	
   

  	
  B = the Exercise Price.

  



 


 “Market
Price” means, as of a particular date, the average of each daily VWAP (as
defined below) for the five (5) consecutive Trading Days (as defined below) occurring
immediately prior to (but not including) such date.  “Trading Day” means a day on which the
Common Stock is purchased and sold on the principal securities exchange or
market on which the Common Stock is listed or traded (the “Principal Market”).  “VWAP” on a Trading Day means the
volume weighted average price of the Common Stock for such Trading Day on the
Principal Market as


 


4





















 


reported by Bloomberg Financial Markets or,
if Bloomberg Financial Markets is not then reporting such prices, by a
comparable reporting service of national reputation selected by the Holders and
reasonably satisfactory to the Company. 
If the VWAP cannot be calculated for the Common Stock on such Trading
Day on any of the foregoing bases, then the Company shall submit such
calculation to an independent investment banking firm of national reputation
reasonably acceptable to the Holders, and shall cause such investment banking
firm to perform such determination and notify the Company and the Holders of
the results of determination no later than two (2) Business Days from the time
such calculation was submitted to it by the Company.  All such determinations shall be
appropriately adjusted for any stock dividend, stock split or other similar
transaction during such period.


 


For purposes of Rule 144, it is intended and
acknowledged that the Warrant Shares issued in a Cashless Exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for
the Warrant Shares required by Rule 144 shall be deemed to have been commenced,
on the Issue Date.


 


6.                                       Anti-Dilution
Adjustments; Distributions; Other Events. The Exercise Price and the number
of Warrant Shares issuable hereunder shall be subject to adjustment from time
to time as provided in this Section 6.  In the event that any adjustment of the
Exercise Price required herein results in a fraction of a cent, the Exercise
Price shall be rounded up or down to the nearest one hundredth of a cent.


 


(a)                                  Subdivision
or Combination of Common Stock.  If
the Company, at any time after the Issue Date, subdivides (by any stock split,
stock dividend, recapitalization, reorganization, reclassification or
otherwise) the outstanding shares of Common Stock into a greater number of
shares, then effective upon the close of business on the record date for
effecting such subdivision, the Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced.  If the Company, at any time after the Issue
Date, combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) the outstanding shares of Common Stock into a
smaller number of shares, then, effective upon the close of business on the
record date for effecting such combination, the Exercise Price in effect
immediately prior to such combination will be proportionally increased. Any
adjustment made herein that results in a decrease in the Exercise Price shall
also effect a proportional increase in the number of shares of Common Stock
into which this Warrant is exercisable.


 


(b)                                 Distributions.  If, at any time after the Issue Date, the
Company declares or makes any distribution of cash or any other assets (or
rights to acquire such assets) to holders of Common Stock, as a partial
liquidating dividend or otherwise, including without limitation any dividend or
distribution to the Company’s stockholders in shares (or rights to acquire
shares) of capital stock of the Company or a subsidiary (a “Distribution”), the Company shall
deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least thirty (30) days
prior to the earlier to occur of (i) the record date for determining
stockholders entitled to such Distribution and (ii) the date on which such
Distribution is made (the earlier of such dates being referred to as the “Determination
Date”).  Following receipt of a
Distribution Notice, the Holder may by written notice to the Company elect (A)
to require the Company to deliver to such Holder, upon any exercise of this
Warrant, the same amount and type of assets being distributed in such
Distribution as though the Holder were, on the Determination Date, a holder


 


5





















 


of a number of shares of Common Stock into which this Warrant is
exercisable as of such Determination Date (such number of shares to be determined
at the Exercise Price then in effect and without giving effect to any
limitations on such exercise) or (B) upon any exercise of this Warrant, to
reduce the Exercise Price applicable to such exercise by reducing the Exercise
Price in effect on the Business Day immediately preceding the Determination Date
by an amount equal to the fair market value of the assets to be distributed
divided by the number of shares of Common Stock as to which such Distribution
is to be made, such fair market value to be reasonably determined in good faith
by the Company’s Board of Directors and set forth in the Distribution Notice.  If the Holder does not notify the Company of
its election pursuant to the preceding sentence within ten (10) Business Days
following the Holder’s receipt of a Distribution Notice, the Holder shall be
deemed to have elected clause (A) of the preceding sentence.


 


(c)                                  Major
Transactions.  In the event of a
merger, consolidation, business combination, tender offer, exchange of shares,
recapitalization, reorganization, redemption or other similar event, as a
result of which a majority of the shares of Common Stock shall be changed into
the same or a different number of shares of the same or another class or
classes of stock or securities or other assets of the Company or another entity
or the Company shall sell all or substantially all of its assets (each of the
foregoing being a “Major Transaction”), the Company will give the Holder
at least twenty (20) Trading Days written notice prior to the earlier of (x)
the closing or effectiveness of such Major Transaction and (y) the record date
for the receipt of such shares of stock or securities or other assets.  In the event of a Major Transaction, the
Holder shall be permitted to require the Company, on the date on which such
Major Transaction is consummated (the “Major Transaction Closing Date”),
to repurchase this Warrant for an amount in cash equal to the value of this
Warrant calculated pursuant to the Black-Scholes pricing model (with the
volatility component of such pricing model to be equal to the lesser of: (i)
the annualized volatility of the Common Stock during the period one hundred
(100) Trading Days immediately preceding the date on which the Company (or if
such Major Transaction is a tender or exchange offer made by a third party, the
date on which such third party) publicly announces such Major Transaction, and
(ii) 75%; provided, however, that if the surviving
entity immediately following such Major Transaction (including, without
limitation, the acquiror of all or substantially all of the Company’s assets)
is, as of the Major Transaction Closing Date, irrevocably bound to issue on
such date to the Holder, in exchange for this Warrant, a new warrant
exercisable into the common stock of the surviving entity that has, on such date,
a Black-Scholes valuation (with the volatility component of such pricing model
to be equal to the lesser of: (i) the annualized volatility of the Common Stock
during the period one hundred (100) Trading Days immediately preceding the date
on which the Company (or if such Major Transaction is a tender or exchange
offer made by a third party, the date on which such third party) publicly
announces such Major Transaction, and (ii) 75%) that is the same as this
Warrant and otherwise containing the same terms as this Warrant, the Holder
shall accept such new warrant in exchange for this Warrant; and provided
further that, if the Major Transaction Closing Date shall be less than: (i) 90
days from the date hereof, the value of such Warrant (the “Warrant Value”)
shall not exceed the lesser of (y) the Black-Scholes valuation using a 75%
volatility component and (z) $.50 per Warrant Share (subject to adjustment in
the event of a stock split, stock dividend, recapitalization, reorganization,
reclassification or otherwise) plus the difference, if such difference is a
positive number, between the amount paid per share of Common Stock in the Major
Transaction (the “Transaction Price”) and the Exercise Price then in


 


6





















 


effect, (ii) 180, but more than 90, days from the date hereof, the Warrant
Value shall not exceed the lesser of (y) the Black-Scholes valuation using a
75% volatility component and (z) $.75 per Warrant Share (subject to adjustment
in the event of a stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) plus the difference, if such
difference is a positive number, between the Transaction Price and the Exercise
Price then in effect or (iii) 270, but more than 180, days from the date hereof
the Warrant Value shall not exceed the lesser of (y) the Black-Scholes
valuation using a 75% volatility component and (z) $1.14 per Warrant Share (subject
to adjustment in the event of a stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) plus the difference, if such
difference is a positive number, between the Transaction Price and the Exercise
Price then in effect.


 


(d)                                 Adjustments;
Additional Shares, Securities or Assets. 
In the event that at any time, as a result of an adjustment made
pursuant to this Section 6, the Holder of this Warrant shall, upon
exercise of this Warrant, become entitled to receive securities or assets
(other than Common Stock) then, wherever appropriate, all references herein to
shares of Common Stock shall be deemed to refer to and include such shares
and/or other securities or assets; and thereafter the number of such shares
and/or other securities or assets shall be subject to adjustment from time to
time in a manner and upon terms as nearly equivalent as practicable to the
provisions of this Section 6. 
Any adjustment made herein that results in a decrease in the Exercise
Price shall also effect a proportional increase in the number of shares of
Common Stock into which this Warrant is exercisable.


 


7.                                       Reservation
of Common Stock.  As of the date
hereof, the Company has reserved and the Company shall continue to reserve and
keep available at all times, free of preemptive rights, up to 3,000,000 shares
of Common Stock for the purpose of enabling the Company to issue Warrant Shares
pursuant to any exercise of this Warrant and the other Warrants issued by the
Company at the Closing (the “Reserved Amount”).   The Reserved Amount shall be allocated pro rata
among the Holder and the holders of such other Warrants on the basis of the
number of Shares purchased by each Holder at the Closing.  In the event that a Holder shall sell or
otherwise transfer any of such Holder’s Warrant, each transferee shall be allocated
a pro rata portion of such transferor’s Reserved Amount.  Any portion of the Reserved Amount allocated
to a Holder or other Person which no longer holds any Warrants shall be
reallocated to the remaining Holders pro rata based on the number of Warrant
Shares issuable to each such Holder at such time. In the event that the
Reserved Amount is insufficient at any time to cover one hundred percent 100%
of the Warrant Shares issuable upon exercise of the Warrants (without regard to
any restriction on such exercise), the Company shall take such action
(including without limitation holding a meeting of its stockholders) to
increase the Reserved Amount to cover 100% of such Warrant Shares, such
increase to be effective not later than the thirtieth (30th) day (or sixtieth
(60th) day, in the event stockholder approval is required for such increase)
following the Company’s receipt of written notice of such deficiency. While any
Warrants are outstanding, the Company shall not reduce the Reserved Amount
without obtaining the prior written consent of each Investor then holding a
Warrant.


 


7





















 


8.                                       Fractional
Interests.


 


No fractional shares or scrip representing fractional shares shall be
issuable upon the exercise of this Warrant, but on exercise of this Warrant,
the Holder hereof may purchase only a whole number of shares of Common
Stock.  If, on exercise of this Warrant,
the Holder hereof would be entitled to a fractional share of Common Stock or a
right to acquire a fractional share of Common Stock, the Company shall, in lieu
of issuing any such fractional share, pay to the Holder an amount in cash equal
to the product resulting from multiplying such fraction by the Market Price as
of the Exercise Date.


 


9.                                       Transfer
of this Warrant.


 


The Holder may sell, transfer, assign, pledge or otherwise dispose of
this Warrant, in whole or in part, as long as such sale or other disposition is
made in accordance with the terms of the Subscription Agreement.  Upon such transfer or other disposition
(other than a pledge), the Holder shall deliver this Warrant to the Company
together with a written notice to the Company, substantially in the form of the
Transfer Notice attached hereto as Exhibit B (the “Transfer Notice”),
indicating the person or persons to whom this Warrant shall be transferred and,
if less than all of this Warrant is transferred, the number of Warrant Shares
to be covered by the part of this Warrant to be transferred to each such
person. Within three (3) Business Days of receiving a Transfer Notice and the
original of this Warrant, the Company shall deliver to the each transferee
designated by the Holder a Warrant or Warrants of like tenor and terms for the
appropriate number of Warrant Shares and, if less than all this Warrant is
transferred, shall deliver to the Holder a Warrant for the remaining number of
Warrant Shares.


 


10.                                 Benefits
of this Warrant.


 


This Warrant shall be for the sole and exclusive benefit of the Holder
of this Warrant and nothing in this Warrant shall be construed to confer upon
any person other than the Holder of this Warrant any legal or equitable right,
remedy or claim hereunder.


 


11.                                 Loss,
theft, destruction or mutilation  of
Warrant.


 


Upon receipt by the Company of evidence of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss, theft or destruction)
of indemnity reasonably satisfactory to the Company, and upon surrender of this
Warrant, if mutilated, the Company shall execute and deliver a new Warrant of
like tenor and date.


 


12.                                 Notice
or Demands.


 


Any notice, demand or request required or permitted to be given by the
Company or the Holder pursuant to the terms of this Warrant shall be in writing
and shall be deemed delivered (i) when delivered personally or by verifiable
facsimile transmission, unless such delivery is made on a day that is not a
Business Day, in which case such delivery will be deemed to be made on the next
succeeding Business Day, (ii) on the next Business Day after timely delivery to
an overnight courier and (iii) on the Business Day actually received if
deposited in the U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:


 


8





















 


	
  If to the Company:

  
	
   

  
	
  Proxim Corporation

  
	
  935 Stewart Drive

  
	
  Sunnyvale, CA 94085

  
	
  Attn:  Michael Angel

  
	
  Tel:    (408) 731-2827

  
	
  Fax:    (408) 731-3680

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  Wilson Sonsini Goodrich & Rosati P.C.

  
	
  650 Page Mill Road

  
	
  Palo Alto, California 94304

  
	
  Attention: Robert Day

  
	
  Fax No.: (650) 493-6811

  



 


and if to the Holder, to such address as the Holder shall have
furnished to the Company in writing.


 


13.                                 Applicable
Law.


 


This Warrant is issued under
and shall for all purposes be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
entirely within the State of New York.


 


14.                                 Amendments.


 


No amendment, modification or
other change to, or waiver of any provision of, this Warrant may be made unless
such amendment, modification or change is (A) set forth in writing and is
signed by the Company and the Holder and (B) agreed to in writing by the
holders of at least two-thirds (2/3) of the number of shares into which the
Warrants are exercisable (without regard to any limitation contained herein on
such exercise), it being understood that upon the satisfaction of the
conditions described in (A) and (B) above, each Warrant (including any Warrant
held by the Holder who did not execute the agreement specified in (B) above)
shall be deemed to incorporate any amendment, modification, change or waiver
effected thereby as of the effective date thereof.


 


15.                                 Entire
Agreement.


 


This Warrant, the Subscription Agreement, and
the other documents and agreements executed and delivered at or in connection
with the Closing (as defined in the Subscription Agreement) constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and thereof.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein.  This
Warrant, the Subscription Agreement, and the other documents and agreements
executed and delivered at or in connection with the Closing supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.


 


9





















 


16.           Headings.


 


The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


[Signature Page to Follow]


 


10





















 


IN WITNESS WHEREOF, the Company has duly executed and delivered this
Warrant as of the Issue Date.


 


 


	
   

  	
  PROXIM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Michael Angel

  	
   

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  	
   

  



 





















 


EXHIBIT A to
WARRANT


 


EXERCISE NOTICE


 


The undersigned Holder hereby irrevocably exercises the right to
purchase
                      
of the shares of Common Stock (“Warrant Shares”) of                                                       
evidenced by the attached Warrant (the “Warrant”).  Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.                                       Form
of Exercise Price.  The Holder intends
that payment of the Exercise Price shall be made as:


 


            
a Cash Exercise with respect to                                   
Warrant Shares; and/or


 


            
a Cashless Exercise with respect to                              
Warrant Shares, as permitted by Section 5(b) of the attached
Warrant.


 


2.             Payment of Exercise
Price.  In the event that the Holder has
elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the Holder shall pay the sum of $                                
to the Company in accordance with the terms of the Warrant.


 


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
  Name of Registered Holder

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


12





















 


EXHIBIT B to WARRANT


 


TRANSFER NOTICE


 


FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant
hereby sells, assigns and transfers unto the person or persons named below the
right to purchase
                    
shares of the Common Stock of                                           
evidenced by the attached Warrant.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
  Name of Registered Holder

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Transferee Name and Address:

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
					



 


13