Exhibit
2.1





ASSET
PURCHASE AGREEMENT




This
Asset Purchase Agreement (the “Agreement”) is entered into
as of August 29, 2008, by and between Renaissance Electronics Corp., a
Massachusetts corporation and HXI, LLC, a Massachusetts limited liability
company (collectively the “Buyer”), Proxim Wireless
Corporation, a Delaware corporation (“Proxim”), and Terabeam
Corporation, a Washington corporation (the “Seller”).  The
Buyer and the Seller are together sometimes referred to herein as the “Parties.”




WHEREAS,
the Seller is engaged in the business of the manufacture and supply of
millimeter wave components and subsystems for communication and other
systems;




WHEREAS,
the Seller wishes to sell to the Buyer, and the Buyer wishes to acquire and
purchase from the Seller, the Acquired Assets (as defined herein), on the terms
and conditions of this Agreement;




WHEREAS,
the Seller is a wholly owned subsidiary of Proxim;




NOW,
THEREFORE, in consideration of the respective representations, warranties,
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:




1.      Definitions.  In
addition to other terms defined elsewhere in this Agreement, when used herein,
the following terms shall have the following meanings:




“Affiliate” means, with
respect to any Person, any Person which, directly or indirectly, controls, is
controlled by, or is under common control with, such Person.  For
purposes of this definition, “control,” “controlled by” and
“under common control
with” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.




“Assumed Contracts” means the
Real Property Lease, the Operating Agreements, and the Sales Representative
Agreements.




“Business”means the
Seller’s business now being conducted at its manufacturing plant located in
Haverhill, Massachusetts and identified with the manufacture and supply of
the  Harmonix (HXI) millimeter wave components and subsystems for
communication and other related systems.




“Business Intellectual Property”means all:  (A) patents, patent applications and invention
disclosures; (B) trademarks, service marks, trade dress, trade names, logos,
slogans, jingles and registrations and applications for registration thereof;
(C) copyrights and registrations and applications for registrations thereof; (D)
mask works and registrations and applications for registrations thereof; (E)
trade secrets and confidential business information and know-how, including
business and marketing plans, customer and supplier lists, specifications,
designs and technical data; (F) internet domain names and the registrations
relating thereto (specifically excluding the domain name www.terabeam-hxi.com);
(G) any and all custom and other







computer
software programs, applications, generated databases, backups, and other work
product; (H)  engineering notebooks, drawings, and bills of materials;
and, (I) all licenses, agreements or permissions to use any of the foregoing
Business Intellectual Property; in each case of the Seller used exclusively in
the Business and to the extent not included as an Excluded Asset.




“Business Material Adverse
Effect” means a material adverse effect on, or a material adverse change
to, Acquired Assets.




“Code” means the Internal
Revenue Code of 1986, as amended.




“GAAP” means United States
generally accepted accounting principles as in effect from time to
time.




“Governmental Body” means mean
any nation, territory or government (or union thereof), foreign, domestic or
multinational, any state, local or other political subdivision thereof, and any
bureau, court, tribunal, board, commission, department, agency or other entity
exercising executive, legislative, judicial, regulatory or administrative
functions of government.




“Knowledge”: For
purposes of this Agreement, an individual will be deemed to have “Knowledge” of
a particular fact or other matter if such individual is actually aware of or
reasonably could be expected to discover or otherwise become aware of such fact
or matter in the course of performing his or her normal employment
duties.   A person (other than an individual) will be deemed to
have “Knowledge” of a particular fact or other matter if any individual who is
serving as a director, officer, or manager of such person (or in any similar
capacity) has Knowledge of such fact or other matter.




“Law” means any federal,
state, local, municipal, foreign or other law, statute, constitution, principle
of common law, resolution, ordinance, code, edict, decree, rule, regulation,
ruling or requirement issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any Governmental
Body.




“Lien” means any mortgage,
pledge, lien, security interest, collateral assignment, charge, encumbrance, or
restriction on transfer, whether relating to any property or right or the income
or profits therefrom; provided, however, that the
term “Lien” shall not include (i) statutory or common law liens to secure
landlords, lessors or renters under leases or rental agreements confined to the
premises rented, and (ii) deposits with third parties made in connection with,
or to secure payment of, workers’ compensation, unemployment insurance, old age
pension or other social security programs mandated under applicable Laws
..




“Person” means an individual,
a partnership, a corporation, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, or a Governmental
Body.




“Premises”means the
manufacturing facility located in Haverhill, Massachusetts and leased to Seller
or it predecessor.




“Products” mean the items
manufactured by Seller as part of the Business including those Products set
forth on Schedule 1.




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“Proxim” means the Seller’s
parent corporation, Proxim Wireless Corporation.




“Tax” or “Taxes” means any federal,
state, local, or foreign income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental
(including Taxes under Code § 59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar, including FICA),
unemployment, disability, real property, personal property, sales, use,
transfer, registration, value added, alternative or add-on minimum, estimated,
or other tax.




“Tax Return” shall mean any
return, filing, questionnaire, information return, election or other document
required or permitted to be filed, including requests for extensions of time,
filings made with respect to estimated tax payments, claims for refund and
amended returns that may be filed, for any period with any Tax authority
(whether domestic or foreign) in connection with any Tax (whether or not a
payment is required to be made with respect to such filing).




2.      Purchase and Sale of
Assets.




2.1           Acquired
Assets.  At the Closing, the Seller shall sell, transfer,
assign, convey and deliver to the Buyer, and the Buyer shall purchase, acquire
and accept from the Seller, subject to and upon the terms and conditions of this
Agreement, free and clear of any Lien (except for the Assumed Liabilities), all
of the right, title and interest of the Seller in and to all of the assets and
properties of the Seller used exclusively in the Business and located at the
Seller’s location in Haverhill, Massachusetts, including, without limitation,
the following assets and properties (collectively, the “Acquired Assets”) but
excluding the Excluded Assets:




(a)           All
Products, machinery, equipment, tooling, and other fixed tangible assets of the
Seller listed on Schedule 2.1(a)
(collectively, the “Tangible
Assets”), including all such assets on the Premises on the date of the
Closing;




(b)           All
raw material, work in process, and finished product inventory of the Seller
listed on Schedule
2.1(b) (collectively, the “Inventory”);




(c)           All
Business Intellectual Property,




(d)           All
rights of the Seller and its Affiliates under the real property lease identified
on Schedule2.1(d) (the “Real Property
Lease”);




(e)           All
rights of the Seller under all purchase orders, order backlog, supply,
manufacturing, OEM, sourcing and distribution agreements with suppliers and
customers listed on Schedule 2.1(e),
including all rights to the revenue therefrom paid by the customer after the
Closing (subject to Section 2.2(b) below), and all rights of the Seller under
all supplier and customer purchase orders relating exclusively to the Business,
including those listed on Schedule 2.1(e)
(collectively, the “Operating
Agreements”) (except to the extent any such rights are designated as
Excluded Assets);




(f)           All
rights of the Seller under all agreements with independent sales representatives
listed on Schedule2.1(f)
(collectively, “Sales
Representative Agreements”);




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(g)           All
rights of the Seller relating to the FCC and Industry Canada certifications
relating to the GigaLink radios as listed on Schedule2.1(g);




(h)           All
prepaid expenses of the Seller relating exclusively to the Business set forth on
Schedule2.1(h);




(i)           All
customer lists, files and records that are located at the Seller’s premises in
Haverhill, Massachusetts; provided, however, that the
Seller shall be entitled to retain copies of all such materials and that the
Buyer shall make all such materials available for inspection and copying by the
Seller or its Affiliates after the Closing, as more fully set forth in Section
6.3(b);




(j)           The
telephone, facsimile and other communication lines and numbers, and the Internet
domain names, as listed on Schedule 2.1(j);
and




(k)           All
of the Seller’s books and records related exclusively to the Acquired Assets;
provided, however, that the
Seller shall be entitled to retain copies of all such materials and that the
Buyer shall make all such books and records available for inspection and copying
by the Seller and its Affiliates after the Closing, as more fully set forth in
Section 6.3(b).




2.2           Excluded Assets.  Notwithstanding
anything to the contrary herein contained, there shall be excluded from the
Acquired Assets to be sold, assigned, transferred, conveyed and delivered to the
Buyer hereunder, and shall be retained by and remain the property of the Seller,
all of the following assets, properties and rights (collectively, the “Excluded
Assets”):




(a)           All
cash, cash equivalents, bank accounts, deposits and any other similar
assets;




(b)           All
accounts receivable arising through the Closing (subject to Section 2.5(b)
below) for Product shipped prior to Closing and all payments by customers
relating to those accounts receivable;




(c)           All
Tax prepayments and refunds;




(d)           All
business, financial and accounting records in the possession (in any form or
media) of any of the Seller’s Affiliates, including Proxim; provided, however, that the
Seller and its Affiliates shall make all such books and records available for
inspection and copying by the Buyer after the Closing, as more fully set forth
in Section 6.3(a).




(e)           All
documents, instruments and materials relating to the organization of the Seller,
including Articles of Incorporation, Bylaws, agreements and subscriptions
relating to the acquisition of (or to rights to acquire) any ownership or other
interests in the Seller, minute books, and ownership records;




(f)           Any
rights in connection with United States patent US006700549B2 (it being
understood however that the Buyer shall be granted a license for such patent
pursuant to the patent license agreement with Proxim referred to in Section
6.5(a));




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(g)           All
right, title and interest in, including rights to all proceeds of, all policies
of insurance held by the Seller;




(h)           All
rights under this Agreement and the other agreements, instruments and documents
contemplated to be executed and delivered hereunder;




(i)           All
assets, properties and rights of the Seller and its Affiliates not expressly
designated as Acquired Assets; and




(j)           All
rights, causes of action and claims (known or unknown, matured or unmatured,
accrued or contingent) against third parties, including all warranties,
representations, guarantees and other contractual claims (express, implied or
otherwise) that relate to the Excluded Assets and the Excluded
Liabilities.




(k)           All
warranty obligations of Seller for Products sold prior to the Closing; provided,
however, that Buyer will service such warranty claims upon Proxim’s request in
accordance with the relevant provisions (Section 5.8 and Schedule A) of the OEM
Agreement contemplated in Section 6.4 below.





2.3           Assumption of
Liabilities.  On the
terms and subject to the conditions of this Agreement, and except as
contemplated by Section 2.4, at the Closing, the Buyer will assume and hereby
agrees to satisfy, perform and discharge when due, all indebtedness, liabilities
and obligations of any nature, kind, character or description whatsoever,
relating to the operation of the Business and the ownership, possession and
operation of the Acquired Assets, arising or occurring on or after the Closing
(collectively, the “Assumed
Liabilities”), including the following:




(a)           All
liabilities and obligations arising after the Closing under the Assumed
Contracts;




(b)           All
liabilities in connection with the fulfillment and performance of all purchase
orders not fully fulfilled and performed by the Seller as of the
Closing;




(c)           The
Assumed Employee Liabilities (as that term is defined in Section 6.7(b) below);
and




(d)           All
liabilities with respect to payment of commissions payable to the Seller’s
independent sales representatives as of the Closing to the extent any such
commission (i) arises out of a written Sales Representative Agreement listed on
Schedule
2.1(f), and (ii) relates to the unshipped portions of purchase orders
that are Assumed Contracts.




2.4           No Assumption of Other
Liabilities.  The
Buyer will not assume or perform any liabilities and obligations not
specifically contemplated by Section 2.3 to be assumed by the Buyer (the “Excluded
Liabilities”).




2.5           Purchase
Price




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(a)           On
the terms and subject to the conditions of this Agreement, in consideration for
the Acquired Assets the Buyer shall pay the Seller $5,500,000 (the “Base Purchase Price”), of
which (i) $4,750,000 shall be paid in cash at the Closing by wire transfer of
immediately available funds to an account designated by the Seller and (ii)
$750,000 shall be paid by the Buyer in the form of a credit toward the purchase
of Products as defined in the Original Equipment Manufacturer Agreement and in
accordance with its terms, to be executed and delivered by the parties thereto
at the Closing.  The Base Purchase Price shall be subject to
adjustment pursuant to Section 2.5(b) and 2.5(c) below.  The Base
Purchase Price plus or minus, as the case may be, the adjustment amount
calculated pursuant to those sections, is referred to herein as the “Purchase Price.”




(b)           The
Base Purchase Price, and the amount of cash payable to the Seller pursuant to
Section 2.5(a)(i) above, shall be reduced by one-half (1/2) of the Assumed
Employee Liabilities (as that term is defined in Section 6.7(b)
below).




(c)           The
Base Purchase Price, and the amount of cash payable to the Seller pursuant to
Section 2.5(a)(i) above, shall be reduced by the amount of advance deposits or
prepayments made by customers of Seller on open purchase orders comprising
Operating Agreements attributed to Products to be delivered to the customer
following the closing.  So as to remove doubt, one customer of the
Business pays one third of the amount of the total amount of a purchase order
when the order is placed, and the payments billed to that customer upon delivery
are reduced by a pro rata portion of the prepaid deposit.  Buyer shall
receive a credit against the Base Purchase Price equal to the amount of said
prepaid deposit.





2.6           Allocation of Purchase
Price.  Prior to the  Closing Date, the Buyer shall
prepare and deliver to the Seller copies of Form 8594 and any required exhibits
thereto (collectively, the “Asset Allocation Statement”)
allocating the Purchase Price (including Assumed Liabilities) among the Acquired
Assets in accordance with Section 1060 of the Internal Revenue Code and the
Treasury regulations thereunder.  The Seller shall have a period of
thirty (30) days after delivery of the Asset Allocation Statement (the “Allocation Response Period”)
to present in writing to the Buyer notice of any objections the Seller may have
to the allocations set forth therein (an “Allocation Objection
Notice”).  Unless the Seller objects within such thirty (30)
day period, the Asset Allocation Statement shall be binding on the
Parties.  If the Seller shall raise any objections within the
Allocation Response Period, the Buyer and the Seller shall negotiate in good
faith and use their commercially reasonable efforts to resolve such
dispute.  If the parties fail to agree within fifteen (15) days after
the delivery of the Allocation Objection Notice, then the parties shall submit
the Asset Allocation Statement and the Allocation Objection Notice to an
independent accountant for resolution.  Such accountant shall resolve
the dispute by selecting the proposed allocation submitted by either the Buyer
or the Seller which in the sole judgment of such accountant most accurately
allocates the Purchase Price and the Assumed Liabilities among the Acquired
Assets in accordance with their relative fair market values, but not by choosing
any other formulation.  Such accountant shall render such decision and
report to the Buyer and the Seller in writing, specifying the reason for its
decision in reasonable detail, not later than thirty (30) days after the item
has been referred to it.  The costs, fees and expenses of the
accountant shall be borne equally by the Buyer and the Seller.  The
Purchase Price shall be allocated in accordance with the Asset Allocation
Statement, as finally




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determined,
and all income tax returns and reports filed by the Buyer and the Seller shall
be prepared consistently with such allocation.




2.7           Sales and Transfer
Taxes .  All
sales, use, VAT, stamp duty, recording, documentary and transfer taxes, fees and
duties under applicable Law incurred in connection with this Agreement and the
transactions contemplated hereby, including the sale and transfer of the
Acquired Assets, will be borne and paid by the Buyer (except for any taxes on
the income of the Seller due to the transactions contemplated by this
Agreement).




2.8           Prorations .  All
personal property taxes, or ad valorem obligations and similar recurring taxes
and fees on the Acquired Assets for taxable periods beginning before, and ending
after, the Closing Date, shall be prorated between the Buyer and the Seller as
of 12:01 a.m. eastern time on the Closing Date.  With respect to the
taxes described in this Section 2.8, the Seller shall timely file all tax
returns due before the Closing Date with respect to such taxes and the Buyer
shall prepare and timely file all tax returns due after the Closing Date with
respect to such taxes.  If one party remits to the appropriate taxing
authority payment for taxes, which are subject to proration under this Section
2.8 and such payment includes the other party’s share of such taxes, such other
party shall promptly reimburse the remitting party for its share of such
taxes.




3.      The Closing; Deliveries at
Closing.




3.1           The
Closing.  The closing of the transactions contemplated by this
Agreement (the “Closing”) shall take place
simultaneously with the execution and delivery of this Agreement on the date set
forth in the first paragraph of this Agreement (the “Closing Date”), at the
offices of the Seller located at 22 Parkridge Road, Haverhill,
Massachusetts.




3.2           Deliveries at the
Closing.




(a)           The
transfer of the Acquired Assets by the Seller to the Buyer, and assumption by
the Buyer of the Assumed Liabilities at the Closing, shall be effected by the
delivery of the following by the Seller:




(i)           a
bill of sale for the Acquired Assets,




(ii)           an
assignment and assumption of lease agreement signed by the lessor of the Real
Property Lease or consent of the lessor in form acceptable to
Buyer;




(iii)           patent
and trademark assignments in recordable form;




(iv)           votes
of the Shareholder and Board of Directors of the Seller authorizing the acts
contemplated by this Agreement in form acceptable to Buyer;




(v)           Certificate
of Tax Good Standing from the Commonwealth of Massachusetts and evidence of a
request for a Waiver of Tax Lien from the Commonwealth of
Massachusetts;




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(vi)           Seller
shall have delivered to Buyer UCC Termination Statements for UCC Financing
Statements on file with the State of Washington (for Seller) (or confirmations
that such termination statements have previously been filed with the State of
Washington) and State of Delaware (for Proxim) with respect to the Acquired
Assets, or a release and waiver of lien from the holders of such UCC Financing
Statements or a commitment from the lien holder to promptly file a partial
release after the Closing;




(vii)           Certificate
of Corporate Good Standing from the Secretary of State of the Commonwealth of
Massachusetts;




(viii)          such
other instruments of transfer and assignment and other documents (including any
consents thereto by third parties necessary to make the same valid and
effective), in such form and containing such terms and provisions as the Parties
may reasonably request, as shall be necessary to vest in the Buyer all right,
title and interest in and to the Acquired Assets and as shall be necessary for
the Buyer to assume all of the Assumed Liabilities.




(ix)           At
the Closing, the Seller shall put the Buyer in possession and control of the
Acquired Assets.




(b)           At
the Closing, the Buyer shall deliver the funds contemplated in Section 2.5(a)
above as contemplated therein and shall deliver an assignment and assumption
agreement relating to the Assumed Contracts.




4.      Representations and
Warranties of the Sellers.  The
Seller and Proxim hereby represent and warrant to the Buyer that, except as set
forth in the disclosure letter delivered contemporaneous herewith (the “Disclosure
Letter”):




4.1           Organization of theSeller.




(a)           The
Seller is a corporation duly incorporated, validly existing, and in good
standing under the laws of the State of Washington.  The Seller is
qualified to do business and is in good standing as a foreign corporation in the
Commonwealth of Massachusetts.




(b)           Copies
of the Articles of Incorporation and Bylaws of the Seller, each as amended to
date, have been heretofore delivered to the Buyer and are accurate and
complete.  The Seller is not in violation of any of the material
provisions of its Articles of Incorporation or Bylaws.




4.2           Authorization of
Transaction.  The
Seller has the corporate power and authority to execute and deliver this
Agreement and all other agreements, instruments and documents required to be
executed or delivered by the Seller hereunder, and to perform the Seller’s
obligations hereunder and thereunder and consummate the transactions
contemplated hereby and thereby.  All corporate actions required to be
taken by or on the part of the Seller to authorize and permit the execution and
delivery by the Seller of this Agreement and the other agreements, instruments
and documents required to be executed and delivered by the Seller hereunder, the
performance by the Seller of its obligations hereunder and thereunder, and the
consummation by the Seller of the transactions contemplated hereby and thereby,
have been duly




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and
properly taken.  This Agreement and the other agreements, instruments
and documents executed and delivered by the Seller hereunder have been duly
executed and delivered by the Seller, and constitute the legal, valid and
binding obligations of the Seller, enforceable against the Seller in accordance
with their respective terms and conditions, except as the enforceability thereof
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar Law relating to or affecting the enforcement of
creditors’ rights generally and by general principles of equity (whether
considered in a proceeding at law or in equity).




4.3           Noncontravention; Consents.  Neither
the execution and the delivery of this Agreement and the other agreements,
instruments and documents required to be executed and delivered by the Seller
pursuant hereto, nor the consummation of the transactions contemplated hereby
and thereby, will (i) violate the Articles of Incorporation or Bylaws of the
Seller, (ii) violate any Law, injunction, judgment, or order of any Governmental
Body, to which the Seller or any of the Acquired Assets is subject, except as
would not reasonably be expected to have a Business Material Adverse Effect, or
(iii) to the Knowledge of Seller, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
material Assumed Contract, in each case except as would not reasonably be
expected to result in a Business Material Adverse Effect.  To the
Knowledge of the Seller, no consent, permit, license, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Body or any other Person (collectively, the “Consents”) is required for
the Seller in connection with the execution, delivery and performance by the
Seller of this Agreement or any other agreement, instrument or document
contemplated to be executed and delivered by the Seller hereunder, or the
consummation by the Seller of the transactions contemplated hereby and thereby,
and the Seller has obtained all such Consents prior to the date hereof, except
for Consents the failure of which to be obtained would not reasonably be
expected to result in a Business Material Adverse Effect.




4.4           Title to and Condition of
the Acquired Assets.




(a)           The
Seller owns and has good and marketable title to, or, in the case of leased
assets and properties, valid leasehold interests in, all of the tangible
Acquired Assets, free and clear of any Lien except for the Assumed
Liabilities.  No person, firm or corporation other than Seller has any
right to the use or possession of any of the Assets. No currently effective
financing statement under the Uniform Commercial Code with respect to any of the
Acquired Assets has been filed in any jurisdiction; no currently effective lien
or encumbrance with respect to any of the Acquired Assets has been filed with
the United States Patent and Trademark Office; and no agent of Seller has signed
any financing statement or security agreement authorizing anyone to file any
financing statement, lien or other encumbrance.    To the
Knowledge of the Seller, the Tangible Assets are in good operating condition and
repair, ordinary wear and tear excepted.




(b)           
The Seller owns no real property.  The premises leased by the Seller
or its Affiliates under the Real Property Lease, and all fixtures and
improvements thereto, are in good operating condition and repair, ordinary wear
and tear excepted.




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(c)           The
Inventory consists of a quality and quantity which are usable within customary
time periods in the ordinary course of the Business consistent with past
practice .  The Inventory consisting of work-in-process is being
completed on schedule and there are no forfeitures, chargebacks or penalties
which have been or will be incurred due to the failure of Seller to complete the
work-in-progress in a timely manner.   None of the Inventory has
been consigned to others, nor is any inventory consigned to Seller, other than
inventory which has been fully paid for by customers but is being temporarily
stored by Seller (“Customer Inventory”).  The Inventory is sufficient
and adequate for, but are not in excess of the level appropriate to, the
customary conduct of the Business as it previously has been
conducted.




4.5           Financial
Statements.  The
Buyer acknowledges that the Seller and its Affiliates do not have and have not
maintained separate financial statements for the Seller or the
Business.  The Seller has provided the Buyer copies of (a) pro forma,
unaudited selected balance sheet account information (inventory, fixed assets,
accounts receivable, accounts payable, and selected liability accounts) of the
Seller relating just to the Business as of June 30, 2008, and a related pro
forma, unaudited statement of income for the three months period then ended, and
(b)  pro forma, unaudited selected balance sheet account information
(inventory, fixed assets, accounts receivable, accounts payable, and selected
liability accounts) of the Seller relating just to the Business as of December
31, 2007, and a related pro forma, unaudited statement of income for the year
then ended.  The financial statements referred to in clauses (a) and
(b) above, are hereinafter referred to as the “Financial
Statements.”  The Financial Statements have been prepared based
on the books and records of Proxim and the Seller in accordance with GAAP
applied on a consistent basis throughout the periods covered thereby and present
fairly the financial condition of the Seller relating just to the Business as of
such dates and the results of operations of the Seller relating just to the
Business for such periods, in each case to the extent applicable to the limited
financial information described above as contained in the Financial
Statements..




4.6           Absence of
Changes.  Since June 30, 2008, the Acquired Assets, taken as a
whole, have not undergone any material adverse change in their condition or
suffered any material damage, destruction or loss (whether or not covered by
insurance), and there has been no Business Material Adverse Effect.




4.7           Tax
Matters.




(a)           The
Seller or an Affiliate of the Seller has timely filed with the appropriate Tax
authorities all material Tax Returns required to have been filed by the Seller
with respect to the Acquired Assets, such tax Returns were accurate and complete
in all material respects, and the Seller has paid all material Taxes due as
reflected on said Tax Returns.  There is no pending dispute with any
Tax authority relating to any Tax Return of the Seller with respect to the
Acquired Assets which, if determined adversely to the Seller, would result in
the assertion by any Tax authority of any valid material Tax
deficiency.  There are no Tax liens on any of the Acquired
Assets.




(b)           Since
June 23, 2004, the Seller has withheld and paid all material Taxes required to
have been withheld and paid in connection with amounts paid or owing to any
employee, customer, creditor, or stockholder.




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(c)           Section
4.7(c) of the Disclosure Letter lists the jurisdictions in which Seller files or
is required to file any tax returns relating to the Business or the Acquired
Assets.  No communication has been received by Seller from any state
taxing authority (including foreign states) requesting information concerning
the extent of either of the Seller’s nexus with such state or asserting that
such Seller has such nexus so as to impose such state’s taxing jurisdiction on
such Seller or a tax lien with respect to the sale of assets contemplated by
this Agreement, and the Seller has no nexus with any state in which it does not
currently file tax returns which would allow such state to impose its taxing
jurisdiction on such Seller.




4.8           Compliance with
Laws.  To the
Knowledge of the Seller, the Seller is, and since June 23, 2004 has been, in
compliance with all Laws applicable to the Seller with respect to the ownership
and operation of the Business, except where the failure to so comply would not
have a Business Material Adverse Effect.




4.9           Permits.  A true
and complete list of all material licenses, permits, authorizations,
registrations, certificates or approvals issued to the Seller by any
Governmental Body in connection with the ownership and operation of the Business
(collectively, the “Seller
Permits”) are set forth on Section 4.9 of the Disclosure
Letter.  All Seller Permits are in full force and
effect.  To the Knowledge of the Seller, the Seller and the operations
of the Business are, and since June 23, 2004 have been, in compliance in all
material respects with the respective requirements, conditions and provisions of
the Seller Permits, and since June 23, 2004,the Seller has not
received any written notice from any Governmental Body regarding any actual or
alleged violation of, or failure to comply with, any Seller Permit.




4.10           Intellectual Property.




(a)           The
Seller owns or has a valid license to use the Business Intellectual Property,
free and clear of all Liens; provided, however, (i) that the
Seller has no Knowledge as to whether the know-how, inventions or other similar
Business Intellectual Property that the Seller uses are used by third parties,
and therefore the Seller makes no representations or warranties hereunder as to
the Seller’s ownership (to the extent ownership denotes the right to prevent
third parties from using the same or similar know-how inventions of other
similar intellectual property) of any such know-how, inventions or other similar
Business Intellectual Property; and (ii) that with respect to patent rights,
these representations and warranties are given to the Seller’s Knowledge, and
the Seller has conducted no investigation as to its “freedom to operate” without
violating third party patents.  The Seller has not received written
notice of any adverse claim with respect to the Business Intellectual
Property.




(b)           The
Seller (i) has not licensed or granted to any person a right to use any Business
Intellectual Property and (ii) is not obligated to pay royalties for use of the
Business Intellectual Property.  To the Knowledge of the Seller, the
Seller has not received any written notice from any third party that any product
or service of the Seller related to the Acquired Assets violates the
intellectual property rights of that third party.




(c)           All
employees, contractors, agents and consultants of the Seller relating to the
Business that are, or were since June 23, 2004, substantively involved in the
creation of any material Business Intellectual Property, have executed and are
bound by an




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assignment
of inventions agreement to vest in the Seller exclusive ownership of such
Business Intellectual Property.  All employees, contractors, agents
and consultants of the Seller that have, or have had since June 23, 2004,access to material
proprietary and confidential information of the Seller relating to the Business
have executed and are bound by nondisclosure agreements to protect the
confidentiality of such information.




(d)           Neither
the execution, delivery or performance by the Seller of this Agreement and the
other agreements, instruments and documents contemplated to be executed and
delivered by the Seller hereunder nor the consummation by the Seller of the
transactions contemplated hereby and thereby, shall breach or violate any
agreement to which the Seller is a party governing the Business Intellectual
Property.




4.11           Seller
Contracts.




(a)           Except
for the Assumed Contracts, the Seller is not a party to:




(i)           any
agreement (or group of related agreements) with respect to the Business for the
lease of personal or real property to or from any Person;




(ii)           any
agreement with respect to the Business concerning a partnership or joint
venture;




(iii)           any
agreement concerning noncompetition; or any agreement restricting the ability of
Seller to engage or compete in any line of business or in any geographic area,
or granting any exclusive distribution or other exclusive rights;
or




(iv)           any
instrument evidencing indebtedness for borrowed money by way of direct loan,
sale of debt securities, purchase money obligation, conditional sale, or
otherwise.




(b)           The
Seller has delivered or made available to the Buyer copies of all Assumed
Contracts.  All Assumed Contracts are in full force and effect, and
constitute legal, valid and binding and enforceable obligations of the Seller
and the other parties thereto.  Seller has performed all of the
material obligations required to be performed by it to date under all Assumed
Contracts and is not in default, breach or violation of any Assumed Contract (as
to payments due or otherwise), nor has any event occurred which, with notice or
the passage of time, or both, could reasonably be expected to constitute a
default thereunder.  To the Seller’s Knowledge, no other party to any
Assumed Contract is in material breach or default under such Assumed
Contract.




4.12           Environmental
Matters.




(a)           To
the Knowledge of the Seller, the Seller is, and since June 23, 2004 has been, in
compliance in all material respects with all Laws relating to the environment or
to the protection of public health or safety from pollution or environmental
contamination of any kind.  To the Knowledge of the Seller, the Seller
is, and since June 23, 2004 has been, in compliance in all material respects
with the terms of, each Seller Permit relating to the




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environment
or to the protection of public health or safety from pollution or environmental
contamination that is required in connection with the conduct of the
Business.




(b)           To
the Seller’s Knowledge, since June 23, 2004, no written notice, notification,
demand, request for information, citation, summons or order has been issued, no
complaint has been filed, no penalty has been assessed and no investigation or
review is pending or threatened by any Governmental Body arising out of or in
connection with the matters described in Section 4.12(a) or arising out of or in
connection with any presence, use, generation, treatment, storage, recycling,
transportation, disposal, release or threat of release, whether or not lawful or
intentional (as those terms are defined in federal and state laws, including the
Resource Conservation and Recovery Act, the Comprehensive Environmental Response
Compensation and Liability Act, the Superfund Amendments and Reauthorization Act
of 1986, the Hazardous Materials Transportation Act, the Toxic Substances
Control Act, the Clean Air Act or the Clean Water Act) of any petroleum
products, flammable substances, explosives, radioactive materials, hazardous
materials, hazardous wastes, toxic substances, or pollutants.




4.13           Employment
Matters.  The Seller has, since June 23, 2004: (i) been in
compliance in all material respects with all applicable Laws respecting
employment, employment practices, including those relating to nondiscrimination,
immigration, terms and conditions of employment and wages and hours and (ii)
withheld all amounts required by Law or by agreement to be withheld from the
wages, salaries and other payments to any present or former
employees.  The Seller is not liable for any material arrears of wages
or any material. Taxes or any penalty for failure to comply with any of the
foregoing, and the Seller is not liable for any payment of any material amount
to any trust or other fund or to any Governmental Body, with respect to
unemployment compensation benefits, social security or other benefits or
obligations of any present or former employees of the Seller.  No
unfair labor practice complaint is pending against Seller before the National
Labor Relations Board or any state or local agency, nor has any charge of
discrimination been filed against Seller with the Equal Employment Opportunity
Commission or any similar state or local agency at any time since June 23, 2004.
The consummation of the transactions contemplated by this Agreement will not
entitle any Seller Employee to severance pay, unemployment compensation or an
increase in the amount of compensation or any other payment.




4.14           Benefit
Plans.




(a)           The
Seller has provided the Buyer with a list of each compensation plan, bonus plan
and any other employee benefit plans, agreement or commitment maintained or made
by the Seller for the benefit of any present or former employee of the Seller
relating to the Business (collectively, the “Benefit
Plans”).  Copies of each Benefit Plan, and all amendments
thereto, have been delivered to the Buyer.




(b)           Each
Benefit Plan has been administered in accordance with its terms and in
compliance in all material respects with applicable Laws, and all reports
required by any Governmental Body with respect thereto since June 23, 2004have been or as of the
Closing will have been timely filed.  The Seller is not in material
default or violation of any provisions of any Benefit Plan or any Law related
thereto.




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4.15           Litigation .  There
are no judicial or administrative actions, claims, suits, proceedings or
investigations pending or, to the Seller’s Knowledge, threatened against the
Seller with respect to the Acquired Assets or that question the validity of this
Agreement or any other agreement, instrument or documents contemplated to be
executed and delivered pursuant hereto or of any action taken or to be taken by
the Seller pursuant to or in connection with the transactions contemplated
hereby and thereby.




4.16           Customers and
Suppliers.




(a)           To
the Knowledge of the Seller, none of Seller’s customers generating at least ten
percent (10%) of the revenue of the Business in 2007 has provided written notice
to the Seller of an intention to cease doing business with the Seller in any
material respect or otherwise to materially change its business relationship
with the Seller.




(b)           To
the Knowledge of the Seller, none of Seller’s suppliers to whom at least ten
percent (10%) of the accounts payable of the Business in 2007 were due has
provided written notice to the Seller of an intention to cease doing business
with the Seller in any material respect or otherwise to materially change its
business relationship with the Seller.




4.17           Brokers’ Fees.  The
Seller has no liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by this
Agreement for which the Buyer could become liable or obligated.




4.18           Insurance




Section
4.18 of the Disclosure Letter includes a complete and accurate listing of all
insurance policies (including self-insurance) to which either of the Seller is a
party related to the Acquired Assets and the Business, which policies are
currently in force, and also any policies for which the Seller was denied
coverage.  Section 4.18 of the Disclosure Letter also includes a list
of all claims made against such insurance policies.  The insurance
coverage for Seller and all of the Acquired Assets: (i) shall not be delinquent
as of the Closing Date; and (ii) complies with any requirements for insurance
under any contract to which the Seller is bound.




4.19 Product Liability;
Warranties





There
exists no pending or, to the Knowledge of any of the Seller, threatened claims
for personal injury or property damage caused by any product manufactured,
distributed or sold (or alleged to have been manufactured, distributed or sold)
or services performed, by the Seller or any predecessor in interest to the
Seller (“Products Liability”); and (iii) to the Knowledge of the Seller,
there is no valid basis for any such inquiry, proceeding or
claim.  Seller is insured against Product Liabilities, in accordance
with the insurance policies identified on Section 4.19 of the Disclosure Letter
(including a statement of the name of the insurer, the type of policy, the
amounts of coverage and the applicable deductible limits).





4.20  Disclosure


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None of
the statements or information contained in any of the representations,
warranties, covenants or agreements of Seller set forth in this Agreement or any
Exhibit or Schedule to this Agreement, or any additional document prepared by
Seller and delivered or to be delivered to Buyer pursuant to the terms of this
Agreement, contains any untrue statement of a material fact or omits a material
fact necessary to make the statements contained in this Agreement or in any
Exhibit or Schedule to this Agreement, in light of the circumstances in which
those statements were made, not misleading.





4.21   Solvency





The
Seller is not now insolvent and will not be rendered insolvent by any of the
transactions contemplated by this Agreement.  As used in this section,
“insolvent” means the inability of the Seller to pay its liabilities and other
obligations as they come due.





4.22 Real Property
Lease





The Real
Property Lease is the subject of a written lease agreement, and there are no
oral terms or past practice inconsistent with the written terms
thereof.  A true, complete and correct copy of such lease has been
delivered to Buyer (including any supplements, amendments or side letters
relating thereto), and such lease is valid and in full force and effect in
accordance with its terms.  To the Knowledge of the Seller, Seller has
an enforceable leasehold interest in the real property subject to the Real
Property Lease (including all buildings, structures and improvements located
thereon), in each case free and clear of any Liens, except for such mortgages
and other liens on the underlying fee estates which have, or may have, priority
over the Seller’s leasehold estate.  Seller has actual and exclusive
possession of the real property subject to the Real Property Lease and has not
subleased, licensed or otherwise granted any person or entity the right to use
or occupy any portion of the real property subject to the Real Property
Lease.  All of the rental and other payments payable by Seller with
respect to the Real Property Lease are current, there is no default under any
lease with respect to the Real Property Lease either by the landlord or by the
tenant thereunder, and, to the Knowledge of the Seller, no event has occurred
which, with the lapse of time or the giving of notice or both, would constitute
a default thereunder.  To the Knowledge of the Seller, all buildings,
structures and improvements and all electrical, plumbing, heating, cooling and
mechanical equipment and systems located on the real property subject to the
Real Property Lease are in reasonable working order (normal wear and tear
excepted) and free from any material defect.  The real property
subject to the Real Property Lease is currently served by all appropriate public
utilities (including electric, gas, water, public sewer systems and telephone)
to the extent necessary to conduct the Business as currently
conducted.  To the Knowledge of  Seller, there is no
condemnation, expropriation or other proceeding in eminent domain pending or
threatened, affecting the Real Property Lease, or any portion thereof or
interest therein.    The real property subject to the Real
Property Lease constitutes all of the real property used in or otherwise related
to the conduct of the Business.





5.      Representations and
Warranties of the Buyer.  The
Buyer represents and warrants to the Seller as set forth in this Section
5.




5.1           Organization of the
Buyer.  The
Buyer is a corporation duly incorporated, validly existing, and in good standing
under the laws of the Commonwealth of Massachusetts.




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Copies of
the Certificate of Incorporation and Bylaws of the Buyer, each as amended to
date, have been heretofore delivered to the Seller and are accurate and
complete.  The Buyer is not in violation of any of the material
provisions of its Certificate of Incorporation or Bylaws.




5.2           Authorization of
Transaction.  The Buyer has the corporate power and authority
to execute and deliver this Agreement and all other agreements, instruments and
documents required to be executed and delivered by the Buyer hereunder, and to
perform the Buyer’s obligations hereunder and thereunder, and to consummate the
transactions contemplated hereby and thereby.  All corporate actions
required to be taken by the Buyer to authorize and permit the execution and
delivery by the Buyer of this Agreement and the other agreements, instruments
and documents required to be executed and delivered by the Buyer hereunder, the
performance by the Buyer of its obligations hereunder and thereunder, and the
consummation by the Buyer of the transactions contemplated hereby and thereby,
have been duly and properly taken.  This Agreement and the other
agreements, instruments and documents executed and delivered by the Buyer
hereunder have been duly executed and delivered by the Buyer, and constitute the
legal, valid and binding obligation of the Buyer, enforceable against the Buyer
in accordance with their respective terms and conditions, except as the
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar Law relating to or
affecting the enforcement of creditors’ rights generally and by general
principles of equity (whether considered in a proceeding at law or in
equity).




5.3           Noncontravention;
Consents.  Neither the execution and the delivery of this
Agreement and the other agreements, instruments and documents required to be
executed and delivered by the Buyer pursuant hereto, nor the consummation of the
transactions contemplated hereby and thereby, will (i) violate the Certificate
of Incorporation or Bylaws of the Buyer, (ii) violate any Law, injunction,
judgment, or order of any Governmental Body, to which the Buyer is subject, or
(iii) result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease or
license, to which the Buyer is a party or by which the Buyer is bound or to
which any of the Acquired Assets is subject.  No consent, permit,
license, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Body or any other Person is required for the Buyer
in connection with the execution, delivery and performance by the Buyer of this
Agreement or any other agreement, instrument or document contemplated to be
executed and delivered by the Buyer hereunder, or the consummation by the Buyer
of the transactions contemplated hereby and thereby.




5.4           Brokers’ Fees.  The
Buyer has no liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by this
Agreement for which the Seller could become liable or obligated.




5.5           Sufficient Available
Funds.  The Buyer has sufficient immediately available funds on
hand to make the payments contemplated by this Agreement and to operate the
Business for the foreseeable future.




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6.      Certain Agreements and
Covenants.




6.1           Further
Assurances .  At
any time or from time to time after the Closing, each Party shall, at the
request of the other Party and without additional consideration, execute and
deliver any further instruments or documents and take any such further action as
such other Party may reasonably request in order to consummate the transactions
contemplated by this Agreement, including executing, acknowledging and
delivering, or cause to be done, executed, acknowledged or delivered, all such
further acts, deeds, assignments, assumptions, transfers, conveyances, powers of
attorney or assurances as may be reasonably required for (a) the transferring,
assigning, conveying, granting, assuring and confirming to the Buyer any of the
Acquired Assets or to vest in the Buyer all of the Seller’s right, title and
interest in and to the Acquired Assets, and (b) the assumption by the Buyer of
the Assumed Liabilities.




6.2           Certain Tax
Matters .  The
Parties shall cooperate fully, as and to the extent reasonably requested by
either Party, in connection with any audit, litigation or other proceeding with
respect to Taxes relating to the Business, the Acquired Assets or this
Agreement.  Such cooperation shall include the retention and (upon the
other Party’s request) the provision of records and information which are
relevant to any such audit, litigation or other proceeding and making employees
available on a mutually convenient basis to provide additional information and
explanation of any material provided hereunder.




6.3           Books and
Records .




(a)           Those
books and records of the Seller that are not included in the Acquired Assets and
transferred to the Buyer pursuant to this Agreement and relate to the Acquired
Assets and the Business shall be preserved and maintained by the Seller (or its
designee) for a period of five years from the Closing Date.  The
Seller shall give the Buyer and its authorized representatives, during normal
business hours, such access to such books and records (including Tax Returns and
other Tax information) retained by the Seller as may be reasonably required by
the Buyer in connection with the acquisition, ownership and operation of the
Acquired Assets and the Business and the assumption of the Assumed
Liabilities.  The Seller shall reasonably cooperate with the Buyer in
the Buyer’s review of such books or records, including, but not limited to,
providing copies of such books and records, the reasonable out-of-pocket cost of
which shall be borne by the Buyer.




(b)           Those
books and records of the Seller that are included in the Acquired Assets and
transferred to the Buyer pursuant to this Agreement shall be preserved and
maintained by the Buyer for a period of five years from the Closing
Date.  The Buyer shall give the Seller and its authorized
representatives, during normal business hours, such access to such books and
records transferred to the Buyer as may be reasonably required by the
Seller.  The Buyer shall reasonably cooperate with the Seller in the
Seller’s review of such books or records, including, but not limited to,
providing copies of such books and records, the out-reasonable of-pocket cost of
which shall be borne by the Seller.




6.4           OEM Agreement.  Simultaneously
with the execution and delivery of this Agreement, the Buyer and Proxim are
executing and delivering an OEM Agreement in substantially the form of Exhibit
B.




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6.5           Patent License
Agreement .  Simultaneously
with the execution and delivery of this Agreement, the Buyer and Proxim are
executing and delivering a Patent License Agreement substantially in the form of
Exhibit
C, pursuant to which Proxim is granting the Buyer a transferable license
to use United States patent US006700549B2.




6.6           Transitional Services
Agreement .  Simultaneously
with the execution and delivery of this Agreement, the Buyer and Proxim are
executing and delivering a Transitional Services Agreement substantially in the
form of Exhibit
D.




6.7           Employees .




(a)           At
or immediately after Closing, Seller will: (A) take such action as may be
required to terminate employment of each present employees of the Seller
relating to the Business on or prior to the Closing Date (the “Seller Employees”) without any
liability to Buyer except as provided in clause (b) below; (B) take such action
as may be required to 100% vest the entire account balance of each Seller
Employee under any of Seller’s pension, profit sharing or 401(k) plans as of the
Closing Date to the extent permitted by law; (C) make all employer contributions
allocable to each Seller Employee under any such plans for all periods through
the Closing Date; (D) pay to each employee of the Business (whether or not hired
by Buyer) all wages, severance payments and other benefits owed by Seller in
connection with the termination of such employee’s employment with Seller,
except for bonuses and commissions which cannot be calculated by the Closing
Date, but will be paid by Seller within thirty (30) days following Closing and
for the Assumed Employee Liabilities.




(b)           The
Buyer may offer employment to some or all of Seller Employees on
such  terms and conditions as Buyer may
determine   Buyer’s obligations with respect to any of Seller
Employees, if hired by Buyer, shall commence upon their date of hire by
Buyer.  The Seller hereby waives all contractual or other rights it
may have with respect to any such employee to the extent necessary to permit the
Buyer to employ such employee without any conflicting or other continuing
obligation to the Seller.  The Buyer shall, and hereby does, assume
all of the dollar value of the paid time off balances of the Seller Employees
hired by Buyer existing at the Closing and shall cause such paid time off
liabilities to the such Seller Employees to be satisfied in full in accordance
with applicable laws and regulations, either by rolling over such accrued paid
time off balances or paying such accrued amounts to the applicable Seller
Employee(s).  The dollar value of the accrued paid time off balances
assumed by the Buyer shall be referred to herein as the “Assumed Employee
Liabilities.”  A schedule of such balances are set forth on
Section 6.7(b) of the Disclosure Letter.




(c)           The
parties acknowledge that, following the Closing Date, Seller will not provide
health coverage for the Seller Employees for claims incurred
thereafter.  Seller shall be responsible for providing notices and
health plan continuation coverage to the extent required by the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”).  Buyer will not be
responsible for any medical claims incurred by any Qualified Beneficiary or any
other employees or former employees of Seller or their respective beneficiaries
prior to midnight on the Closing Date.  Except as provided in this
subsection, Buyer shall not have any responsibility, liability or obligation,
whether to active employees, former employees, their beneficiaries or to any
other person, with respect to any employee benefit plans, practices, programs
or




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arrangements
(including the establishment, operation or termination thereof) maintained by
Seller.







7.      Survival of Representations
and Warranties; Indemnification; Limitation of Liability .




7.1           The
representations and warranties of the Parties contained in this Agreement shall
survive the Closing and continue in full force and effect until the first
anniversary of the Closing Date, except for representations and warranties
contained in Section4.4(a), 4.7, 4.12 and  4.12, which are of
unlimited duration.  The termination of any such representation and
warranty, however, shall not affect any claim for breaches of representations or
warranties if written notice thereof is given to the breaching party or parties
prior to such termination date.




7.2           Indemnification by
Seller.  Seller and Proxim shall indemnify, defend and hold
Buyer and its shareholders, directors, officers, employees, agents, affiliates
and successors (collectively, “Buyer’s Indemnified Parties”) harmless of and
from any and all damages, claims, liabilities, losses, costs and expenses,
including reasonable attorneys’ and paralegals’ fees and disbursements, court
costs or costs incurred in investigation (collectively “Losses”) incurred or
suffered by any of Buyer’s Indemnified Parties which arise out of, result from
or relate to: (i) any misrepresentation or breach of any representation or
warranty contained in or made pursuant to this Agreement by Seller; (ii) any
breach by Seller or failure by Seller to perform any of their covenants,
obligations or agreements contained in or made pursuant to this Agreement; (iii)
any Excluded Liabilities; and, (iv) the operation of the Business prior to the
Closing (except for any Assumed Liabilities); or (v) any warranty relating to
products sold prior to Closing.




7.3           Indemnification by
Buyer.  Buyer shall indemnify, defend and hold Seller and their
owners, directors, officers, employees, agents, affiliates and successors
(collectively, “Seller’s Indemnified Parties”) harmless of and from any Losses
incurred or suffered by Seller’s Indemnified Parties which arise out of, result
from or relate to:  (i) the Assumed Liabilities; (ii) any
misrepresentation or breach of any representation or warranty contained in or
made pursuant to this Agreement by Buyer; (iii) any breach by Buyer or failure
by Buyer to perform any of its covenants, obligations or agreements contained in
or made pursuant to this Agreement; or (iv) Buyer’s operation of the Business
from and after Closing.




7.4           Conditions of Indemnification of
Third-Party Claims.  The respective obligations and liabilities
of Seller, on the one hand, or Buyer, on the other hand (the “Indemnifying
Party”) to the Buyer’s Indemnified Parties or the Seller’s Indemnified Parties,
as the case may be, as indemnified parties (the “Indemnified Party”) under Sections 7.2 and 7.3 hereof
with respect to claims resulting from the assertion of liability by third
parties shall be subject to the following terms and conditions:




(a)             Within
fourteen (14) days (or such earlier time as might be required to avoid
prejudicing the Indemnifying Party's position) after receipt of notice of
commencement of any action evidenced by service of process or other legal
pleading, or with reasonable promptness after the assertion of any claim by a
third party, the Indemnified Party shall give the Indemnifying Party written
notice thereof, stating the nature and basis of the claim, and the amount
thereof to the extent known, together with a




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copy of
such claim, process or other legal pleading and all relevant documentation in
the Indemnified Party’s possession respecting the claim, and the Indemnifying
Party shall have the right to undertake the defense thereof by representatives
of its own choosing and at its own expense; provided, that the
Indemnified Party may participate in the defense with counsel of its own choice
and at its own expense (provided that the Indemnifying Party will bear the
expense of counsel for the Indemnified Party if counsel for the Indemnified
Party reasonably concludes that a conflict of interest exists or is reasonably
likely to exist between the Indemnified Party and the Indemnifying
Party).




(b)             If
the Indemnifying Party, by the thirtieth (30th) day after receipt of notice of
any such claim (or, if earlier, by the tenth (10th) day
preceding the day on which an answer or other pleading must be served in order
to prevent judgment by default in favor of the person asserting such claim),
does not elect to defend against such claim, the Indemnified Party, upon further
notice to the Indemnifying Party, will have the right to undertake the defense,
compromise or settlement of such claim on behalf of or for the account and risk
of the Indemnifying Party and at the Indemnifying Party's expense, subject to
the right of the Indemnifying Party to assume the defense of such claims at any
time prior to settlement, compromise or final determination
thereof.




(c)             Anything
in this Section 7 to the
contrary notwithstanding, the Indemnifying Party shall not settle any claim
without the consent of the Indemnified Party unless such settlement involves
only the payment of money and the claimant provides to the Indemnified Party a
release from all liability in respect of such claim.  If the
settlement of the claim involves more than the payment of money, the
Indemnifying Party shall not settle the claim without the prior consent of the
Indemnified Party, which consent shall not be unreasonably
withheld.




(d)             The
Indemnified Party and the Indemnifying Party will each cooperate with all
reasonable requests of the other for the purpose of defending against any
claims.




(e)              If
the Indemnifying Party makes a payment of any claim pursuant to this Section 7, the Indemnifying
Party shall be subrogated, to the extent of such payment, to all rights and
remedies of the Indemnified Party to any insurance benefits of the Indemnified
Party under any insurance policies with respect to such claim.




7.5           Limitations on Buyer’s
Liabilities. The total aggregate liability of Seller and Proxim combined
(not each) in connection with or arising out of the transactions contemplated by
this Agreement, regardless of the form of action whether in contract, tort,
strict liability or otherwise, including without limitation any breaches of
representations, warranties and covenants of the Seller or Proxim contained in
this Agreement and in any other agreement, instrument and documents contemplated
to be executed and delivered by the Seller or Proxim hereunder or pursuant to
the indemnification provisions set forth above in Section 7.2, shall be limited
to the amount of $4,000,000.00 during the first year following the Closing Date
and $2,000,000 during the second year following the Closing Date (provided, in
no case shall the total aggregate liability of Seller and Proxim combined in the
first year and the second year exceed the cumulative amount of $4,000,000), and
the Buyer shall not be entitled to and shall not




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seek any
damages, claims, or other amounts exceeding that specified maximum
amount.  Further, neither Proxim nor the Seller shall have any
liability in connection with or arising out of the transactions contemplated by
this Agreement unless the Buyer shall have provided the Seller with written,
specific notice of the claim on or before the second anniversary of the Closing
Date.




8.           Restrictive
Covenants




8.1           Confidentiality.  The
Seller acknowledges and agrees that the trade secrets and other confidential
information acquired by Buyer pursuant to this Agreement, including information
concerning customers, sales, existing or proposed bids, costs, pricing
practices, operations, finances, management, marketing and business strategies
and plans, personnel data and training information, financial and business
projections, technology and know-how (“Confidential Information”) will be
valuable, special and unique assets of Buyer; provided, however, that Confidential
Information shall not include any information which Seller can establish: (i)
was already in the public domain at the time of disclosure or thereafter becomes
part of the public domain through no fault of Seller or its representatives nor
from a source prohibited from disclosing the information by a contractual, legal
or fiduciary obligation; (ii) was developed by or for Seller after the Closing
independently of, and without the use of, any Confidential Information, or (iii)
is required to be disclosed by applicable law or regulations.  Seller
agrees that it will not, directly or indirectly, except with the prior written
consent of Buyer, use, divulge or disclose or communicate, or cause or permit
any other person or entity to use, divulge, disclose or communicate, to any
person, firm, corporation or entity, in any manner whatsoever, any Confidential
Information except to the extent historical information is required to be used
due to the Business being owned by the Seller prior to Closing. The foregoing
covenants of confidentiality shall remain in effect for a period of two (2)
years after Closing.  Notwithstanding anything to the contrary in this
Agreement, Seller will never disclose or use Confidential Information which
Buyer informs Seller in writing remains a trade secret of Buyer.




8.2           Covenant Against Competition and
Solicitation.  As a material inducement to Buyer to enter into
this Agreement, to preserve the value of the goodwill purchased by Buyer and to
reduce the cost to Buyer of monitoring and enforcing the compliance of Seller
with the confidentiality obligations contained in Section 8.1hereof, Seller
covenants and agrees that, during the two (2) year period from and after
Closing, it will not, and it will cause each of its Current Entity Affiliates to
not, without the express written consent of Buyer and only to the extent
authorized by Buyer:




(a)             Directly
or indirectly, alone or in concert with others, whether as principal, agent,
representative, partner, lender, consultant, shareholder or otherwise, under or
through any form of business entity, own, operate, manage, control or otherwise
actively participate in any Competitive Components Business, excluding indirect
ownership by virtue of ownership of one percent (1%) or less of any class of
securities of any publicly traded company.  For purposes of this
Agreement, “Competitive Components Business” means the manufacture and sale of
millimeter wave components, subassemblies, and subsystems and does not include
complete radio products;




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(b)             Either
for itself/himself or for any other person, firm, corporation or entity,
solicit, induce or attempt to solicit or induce any persons or entities which
were millimeter wave components, subassemblies, or subsystems customers or
suppliers of the Business within three (3) years prior to the Closing to
contract or otherwise deal with any Competitive Components Business or to
otherwise interfere with such customers’ or suppliers’ relationship with the
Business; or




(c)             Induce
or solicit or seek to induce or solicit any person who was engaged in the
Business as an employee, agent or otherwise within the one (1) year period prior
to the Closing to terminate his or her engagement with Buyer or otherwise
participate in any Competitive Business.




As used
in this Section 8.2, the term “Current Entity Affiliates” means (i) any
Affiliate of Proxim as of the Closing Date and (ii) any Person incorporated or
formed after the Closing Date which is under the direct or indirect control of
Proxim; provided, in each case, only business entities are included in the term
“Current Entity Affiliates” not individuals.





8.3           Each
of the covenants contained in Section 8.2 are separate and
distinct covenants of  the Seller.




9.      Miscellaneous.




9.1           Entire
Agreement .  This
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof, and supersede all other prior agreements and
understandings, both written and oral, between the Parties with respect to the
subject matter hereof, including the letter of intent dated August 8, 2008 and
any materials provided during the Buyer’s due diligence
investigation.




9.2           Amendments and
Supplements .  This
Agreement may not be amended, modified or supplemented by the Parties in any
manner, except by an instrument in writing signed by both Parties.




9.3           Waiver .  The
terms and conditions of this Agreement may be waived only by a written
instrument signed by the Party waiving compliance. The failure of a Party to
enforce at any time any of the provisions of this Agreement shall in no way be
construed to be a waiver of any such provision, nor in any way to affect the
validity of this Agreement or any part hereof or the right of such Party
thereafter to enforce each and every such provision.  No waiver of any
breach of or non-compliance with this Agreement shall be held to be a waiver of
any other or subsequent breach or non-compliance.  Except as provided
in Section 7 above, the rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies that any Party may otherwise have at
law or in equity.




9.4           Performance .  The
Party acknowledges and agrees that money damages alone will not adequately
compensate the other Party for breach of such Party’s obligations provided in
this Agreement, and, therefore, agrees that in the event of the breach or
threatened breach of any such obligation, in addition to all other remedies
available to the other Party, at law, in equity or otherwise, such other Party
shall be entitled, if warranted, to an injunction




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restraining
any such breach or threatened breach, or a decree of specific performance,
without posting any bond or security. The remedy in this Section 9.4 is in
addition to, and not in lieu of, any other rights or remedies a Party may
have.




9.5           Expenses .  Each
Party shall bear the expenses, costs and fees (including all expenses, costs,
fees and disbursements of attorneys, consultants, investment bankers and other
financing advisors, brokers and finders, and accountants) incurred by such Party
in connection with the negotiation, preparation or performance of this Agreement
and the consummation by such Party of the transactions contemplated hereby,
whether or not the transactions contemplated by this Agreement are
consummated.




9.6           Notices .  All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered by hand, sent by facsimile transmission with
confirmation of receipt, sent via a reputable courier service with confirmation
of receipt requested, or mailed by registered or certified mail (postage prepaid
and return receipt requested) to the Parties at the following addresses (or at
such other address for a Party as shall be specified by like notice), and shall
be deemed given on the date on which delivered by hand or on the date of receipt
as confirmed:




To the
Buyer:




Renaissance
Electronics Corporation


12
Lancaster County Road


Harvard,
MA  01451


Attention:
Tom Kurian


Facsimile:
(978) 772-4170





With a
copy (which shall not constitute notice) to:




Gilman,
McLaughlin & Hanrahan, LLP


101
Merrimac Street


PO Box
9601


Boston,
MA 02114


Attention:
Michael Eby


Facsimile:
(617) 227-7117





To the
Seller:





Terabeam
Corporation


1561
Buckeye Drive


Milpitas,
CA  95035


Attention:
President


Facsimile:
(408) 383-7667




With a
copy (which shall not constitute notice) to:




Terabeam
Corporation


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881 North
King Street


Suite
100


Northampton,
MA 01060


Attention:
David L. Renauld


Facsimile:
(413) 584-2685





9.7           Binding
Effect; Assignment .  Neither
this Agreement nor any of the rights and obligations of a Party hereunder shall
be assigned or delegated, without the written consent of the other
Party.  Subject to the immediately preceding sentence, this Agreement
shall be binding upon and inure to the benefit of the Parties and their
respective successors and assigns. Notwithstanding anything to the contrary
herein contained, the consent of the other Party shall not be required for: (a)
an assignment by a Party of this Agreement and its rights and obligations
hereunder to any one or more of its Affiliates, provided that such Affiliate
agrees in writing to assume and fulfill all of the obligations of the assigning
Party under this Agreement and the assigning Party remains guarantor thereof; or
(b) an assignment by a Party of this Agreement and its rights and obligations
hereunder in connection with the sale of such Party, however effected (including
through a merger, sale of stock, sale of assets, or otherwise), provided that
the acquirer agrees in writing to assume and fulfill all of the obligations of
the assigning Party under this Agreement.




9.8           No Rights to Third
Parties .  This
Agreement is not intended to confer upon any Person other than the Parties any
rights or remedies hereunder.




9.9           Public
Announcements .  Except
as set forth below, no public release or announcement concerning the
transactions contemplated by this Agreement shall be issued by a Party or its
Affiliates without the prior consent of the other Party (which consents shall
not be unreasonably withheld), except as such release or announcement may be
required by Law or the applicable rules or regulations of any securities
exchange or securities market, in which case the Party making the release or
announcement (or its Affiliate, if applicable) shall allow the other Party to
the extent reasonably practicable in the circumstances, reasonable time to
comment on such release or announcement in advance of such
issuance.  The Buyer specifically acknowledges that Proxim may be
required to file this Agreement and other agreements, instruments and documents
contemplated hereby with the United States Securities and Exchange Commission
and hereby consents such filing.




9.10           Validity .  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
each of which shall remain in full force and effect.




9.11           Headings. The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.




9.13           Governing Law; Jury Trial;
Jurisdiction.




(a)           This
Agreement shall be governed by and construed in accordance with the substantive
laws of the Commonwealth of Massachusetts without giving effect to
any




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choice or
conflict of law provision or rule (whether of the Commonwealth of Massachusetts
or any other jurisdiction).




(b)           TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE, AND
COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR PASSED UPON THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.




(c)           EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR HIMSELF OR ITSELF AND HIS OR ITS PROPERTY, TO THE
JURISDICTION OF THE MASSACHUSETTS STATE COURTS, AND FEDERAL COURTS OF THE UNITED
STATES OF AMERICA LOCATED IN MASSACHUSETTS, AND ANY APPELLATE COURT PRESIDING
THEREOVER, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR FOR RECOGNITION
OR ENFORCEMENT OF ANY JUDGMENT RELATING THERETO, AND EACH OF THE PARTIES HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH MASSACHUSETTS STATE
COURT OR, TO THE EXTENT PERMITTED BY LAW, IN ANY SUCH FEDERAL
COURT.  EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT SUCH PARTY MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT
SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT IN ANY MASSACHUSETTS STATE COURTS, OR FEDERAL
COURTS OF THE UNITED STATES OF AMERICA LOCATED IN MASSACHUSETTS.  EACH
PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF
AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT.




9.14           Construction.  The
Parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement.  Reference to a statute herein, is to such statute as
amended.  The words “include,” “includes” and “including” when used
herein shall be deemed in each case to be followed by the words “without
limitation.”  The definitions given for terms in this Agreement will
apply equally to both the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun will include
the corresponding masculine, feminine and neuter forms.  The words
“hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to
this Agreement as a whole (including any Schedules hereto) and not merely to the
specific section, paragraph or clause in which such word appears.  All
references herein to Sections, Schedules and Exhibits will be deemed references
to Sections of and Schedules and Exhibits to this Agreement unless the context
otherwise requires.  All references to “$” will be deemed references
to the lawful money of the United States of America.  Accounting and
financial terms not otherwise defined herein shall have the meanings ascribed to
such terms under GAAP.




9.15           Counterparts .  This
Agreement may be executed in one or more counterparts, any one of which need not
contain the signatures of more than one party, but all such counterparts taken
together shall constitute one and the same agreement.  This
Agreement




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may be
executed by facsimile signature or electronic exchanges of documents bearing a
scanned signature, and a facsimile or copy of a signature is valid as an
original.









[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]












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IN
WITNESS WHEREOF, the Parties hereto have executed this Asset Purchase Agreement
on the date first above written.






THE
      BUYERRENAISSANCE
      ELECTRONICS CORP.By:
      /s/ Thampy
      KurianName:  Thampy
      KurianTitle:  President/CEOHXI,
      LLCBy:
      /s/ Thampy
      KurianName:  Thampy
      KurianTitle:  ManagerTHE
      SELLERTERABEAM
      CORPORATIONBy:
      /s/ Pankaj
      ManglikName:  Pankaj
      ManglikTitle:  President
      & CEOPROXIM
      WIRELESS CORPORATIONBy:
      /s/ Pankaj
      ManglikName:  Pankaj
      ManglikTitle:  President
      & CEO






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