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                                                                     EXHIBIT 4.4

                             STOCKHOLDERS AGREEMENT

     This STOCKHOLDERS AGREEMENT, dated as of January 16, 2002 (this
"Agreement") is entered into between Western Multiplex Corporation a Delaware
corporation (the "Company"), Ripplewood Partners, L.P. a Delaware limited
partnership (together with its successors and assigns, "Partners"), Ripplewood
Employee Co-Investment Fund, L.P., a Delaware limited partnership (together with
its successors and assigns, "Co-Investment Fund"), and WMC Holding L.L.C.
(together with its successors and assigns, "Holding," and collectively with
Partners and Co-Investment Fund, "Stockholder").

                                    RECITALS

     The Company, Proxim, Inc., a Delaware corporation ("Proxim"), and the
Walnut-Pine Merger Corp., a Delaware corporation ("Merger Sub"), are,
contemporaneously herewith, entering into an Agreement and Plan of
Reorganization (the "Merger Agreement") providing for the merger of Merger Sub
with and into Proxim upon the terms and subject to the conditions set forth in
the Merger Agreement. Capitalized terms used but not defined in Section 3.1 or
elsewhere herein shall have the meanings set forth in the Merger Agreement.

     As an inducement and a condition to Proxim's agreement to execute and
deliver the Merger Agreement, Proxim has required that the Stockholder agree,
and the Stockholder has agreed, to enter into this Agreement.

                                   AGREEMENT

     To implement the foregoing and in consideration of the mutual agreements
contained herein and in the Merger Agreement, the parties, subject to Section
3.7, agree as follows:

                                   SECTION 1

                              REGISTRATION RIGHTS

     1.1  Company Registration.

          (a) If the Company shall determine to register any of its securities
     either for its own account or the account of a security holder or holders
     exercising their respective demand registration rights (other than pursuant
     to Section 1.2 hereof), other than a registration relating solely to
     employee benefit plans, a registration relating solely to the offer and
     sale of debt securities, a registration relating solely to a corporate
     reorganization or other transaction subject to Rule 145 on Form S-4, a
     registration on any registration form that does not permit secondary sales,
     a registration related to any obligation of Proxim or the Company to
     register securities existing as of the date hereof and described in Section
     2.3 or Section 3.3 of the Merger Agreement, Section 2.3 the Proxim
     Disclosure Letter or Section 3.3 of the Western Multiplex Disclosure Letter
     (any such registration, a "Company Registration"), the Company will:

             (i) promptly give to each Holder written notice thereof; and

             (ii) use its commercially reasonable best efforts to include in
        such registration (and any related qualification under blue sky laws or
        other compliance), except as set forth in Section 1.1(b) below, and in
        any underwriting involved therein, the Registrable Securities specified
        in a written request or requests made by any Holder and received by the
        Company within fifteen (15) days after the written notice from the
        Company described in clause (i) above

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        is received by such Holder, which written request may specify all or a
        part of a Holder's Registrable Securities.

          (b)(i) If the registration of which the Company gives notice is for a
     registered public offering involving an underwriting, the Company shall so
     advise the Holders as a part of the written notice given pursuant to
     Section 1.1(a)(i). In such event, the right of any Holder to registration
     pursuant to this Section 1.1 shall be conditioned upon such Holder's
     participation in such underwriting and the inclusion of such Holder's
     Registrable Securities in the underwriting to the extent provided herein.
     All Holders proposing to distribute their securities through such
     underwriting shall (together with the Company and the Other Stockholders
     that are participating in such registration) enter into an underwriting
     agreement in customary form with the representative of the underwriter or
     underwriters selected by the Company. If any person does not agree to the
     terms of any such underwriting, such person shall be excluded therefrom by
     notice from the Company or the underwriters. Any Registrable Securities or
     other securities excluded or withdrawn from such underwriting shall be
     withdrawn from such registration. If shares are so withdrawn from the
     registration and if the number of shares of Registrable Securities to be
     included in such registration was previously reduced as a result of
     marketing factors in the manner set forth in Section 1.1(b)(ii), the
     Company shall then offer to all Holders who have retained the right to
     include securities in the Company Registration the right to include
     additional securities in such Company Registration in an aggregate amount
     equal to the number of shares so withdrawn, with such shares to be
     allocated among the persons requesting additional inclusion in accordance
     with Section 1.1(b)(ii) hereof.

             (ii) Notwithstanding any other provision of this Section 1.1, in
        the event that a Company Registration is underwritten, if a
        representative of the underwriters advises the Company in writing that
        marketing factors require a limitation of the number of securities to be
        underwritten (including Registrable Securities) in an offering subject
        to this Section 1.1 because the number of securities to be underwritten
        is likely to have an adverse effect on the price, timing or the
        distribution of securities to be offered, then the Company shall so
        advise all Holders of Registrable Securities which would otherwise be
        underwritten pursuant hereto, and, subject to the terms of any
        registration rights agreements existing as of the date hereof between
        Other Stockholders and the Company, the number of shares that may be
        included in the underwriting shall be allocated, first, to the Company,
        second, to the Holders on a pro rata basis based on the total number of
        Registrable Securities held by the Holders and, third, to the Other
        Stockholders in accordance with the agreements pursuant to which the
        Other Stockholders have registration rights. Any Registrable Securities
        or other securities excluded or withdrawn from such underwriting shall
        be withdrawn from such registration. If the underwriting agreement
        executed in connection with such offering provides for an overallotment
        option to be granted to the underwriters, and if such option is
        exercised by the underwriters, the allocation priority established above
        shall govern the allocation with respect to the sale of any shares of
        securities (including Registrable Securities) pursuant to such exercise
        by the underwriters. No such reduction pursuant to this Section
        1.1(b)(ii) shall reduce the amount of securities of the selling Holders
        included in the registration below twenty-five percent (25%) of the
        total amount of securities included in such registration, unless such
        offering does not include shares of any Other Stockholders, in which
        event any or all of the Registrable Securities of the Holders may be
        excluded in accordance with the first sentence of this Section
        1.1(b)(ii).

             (iii) To facilitate the allocation of shares in accordance with the
        above provisions, the Company or the underwriter(s) may round the number
        of shares allocated to any Holder to the nearest 100 shares.

          (c) Subject to Section 1.3, the Company shall have the right to
     terminate or withdraw any registration described under this Section 1.1
     prior to the effectiveness of such registration whether or not any Holder
     has elected to include Registrable Securities in such registration. The
     Registration Expenses of such withdrawn registration shall be borne by the
     Company in accordance with Section 1.3 hereof.
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     1.2  Registration on Form S-3.

          (a) The Company shall use commercially reasonable efforts to remain
     qualified for registration on Form S-3 or any comparable or successor form
     or forms. So long as the Company is qualified for the use of Form S-3, in
     addition to the rights contained in Section 1.1, the Initiating Holders
     shall have the right to request registrations of Registrable Securities on
     Form S-3 (a "Requested Registration") (such requests shall be in writing
     and shall state the number of shares of Registrable Securities to be
     disposed of and the intended methods of disposition of such shares by such
     Holder or Holders, whether pursuant to an underwritten offering or
     otherwise), provided, however, that the Company shall not be obligated to
     effect any such Requested Registration (i) if the Holders propose to sell
     Registrable Securities and such other securities (if any) on Form S-3 at an
     aggregate offering price to the public of less than $10,000,000 (such price
     to be determined as of the filing of the registration statement on Form
     S-3), (ii) in the circumstances described in Section 1.2(c), (iii) if the
     Company shall furnish the certification described in Section 1.2(b)(ii)
     (but subject to the limitations set forth therein), or (iv) if the Company
     has effected one (1) such Requested Registration within the preceding six
     months and such Requested Registration has been declared effective by the
     Securities and Exchange Commission and remained effective for 60 days
     (which number of days need not be successive) or such lesser amount of time
     necessary to sell all of the Registrable Securities registered thereby.

          (b) If a request complying with the requirements of Section 1.2(a)
     hereof is delivered to the Company, the Company shall:

             (i) promptly after receipt of a request from Initiating Holders
        pursuant to Section 1.2(a) give written notice of the proposed
        registration to all other Holders;

             (ii) use its commercially reasonable best efforts to effect such
        Requested Registration on Form S-3 as soon as practicable (including,
        without limitation, filing post-effective amendments, appropriate
        qualifications under applicable blue sky or other state securities laws
        and appropriate compliance with the Securities Act) so as would permit
        or facilitate the sale and distribution of all or such portion of such
        Registrable Securities as are specified in the request of the Initiating
        Holders, together with all or such portion of the Registrable Securities
        of any Holder or Holders joining in such request as are specified in a
        written request received by the Company within twenty (20) days after
        such written notice from the Company is received; provided, however,
        that if, (i) in the good faith judgment of the Company's board of
        directors, such registration would be seriously detrimental to the
        Company and the Company reasonably concludes, as a result, that it is in
        the best interests of the Company to defer the filing of such
        registration statement at such time, and (ii) the Company shall furnish
        to such Holders a certificate signed by the Chief Executive Officer of
        the Company stating that, in the good faith judgment of the Company, it
        would be seriously detrimental to the Company for such registration
        statement to be filed at such time and that it is, therefore, in the
        best interests of the Company to defer the filing of such registration
        statement, then the Company shall have the right to defer such filing
        for a period not to exceed 90 days after the receipt of such certificate
        by such Holders; provided that the Company shall not defer filings
        pursuant to this Section 1.2(b)(ii) more than more than one hundred
        twenty (120) days during any twelve (12) month period; and

             (iii) unless such registration is for an underwritten offering,
        keep such registration effective for a period of sixty (60) days or
        until the Holder or Holders have completed the distribution described in
        the registration statement relating thereto, whichever first occurs;
        provided, however, that at any time, the Company may, upon notice to the
        Holders participating in such registration, suspend the use or
        effectiveness of any registration statement for a period not to exceed
        90 days after the receipt of the certificate referenced in clause (ii)
        below by such Holders (and the Holders hereby agree not to offer or sell
        any Registrable Securities pursuant to such registration statement
        during the period of such suspension) if in the good faith judgment of
        the Company's Board of Directors, such registration or the continued
        effectiveness of such registration would be

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        seriously detrimental to the Company and the Company reasonably
        concludes, as a result, that it is in the best interests of the Company
        to suspend the effectiveness of such registration statement at such
        time, and (ii) the Company shall furnish to such Holders a certificate
        signed by the Chief Executive Officer of the Company stating that, in
        the good faith judgment of the Company, the continued effectiveness of
        such registration would be detrimental to the Company and that it is,
        therefore, in the best interests of the Company to suspend the
        effectiveness of such registration; provided that the Company may not
        suspend any registration for more than one hundred twenty (120) days
        during any 12-month period.

          (c) The Company shall not be obligated to effect, or to take any
     action to effect, any such Requested Registration pursuant to this Section
     1.2:

             (i) In any particular jurisdiction in which the Company would be
        required to execute a general consent to service of process in effecting
        such registration, qualification, or compliance, unless the Company is
        already subject to service in such jurisdiction and except as may be
        required by the Securities Act;

             (ii) Before the date that is six months after the Effective Time;

             (iii) After the Company has initiated four (4) such registrations
        pursuant to Section 1.2(a) (counting for these purposes only
        registrations that have been declared or ordered effective and pursuant
        to which securities have been sold and registrations that have been
        withdrawn by the Holders as to which the Holders have not elected to
        bear the Registration Expenses pursuant to Section 1.3 hereof); or

             (iv) During the period starting with the date sixty (60) days prior
        to the Company's good faith estimate of the date of filing of, and
        ending on a date ninety (90) days after the effective date of, a the
        Company-initiated registration; provided that the Company is actively
        employing in good faith commercially reasonable efforts to cause such
        registration statement to become effective.

          (d)(i) The registration statement filed pursuant to the request of the
     Initiating Holders, subject to the provisions of this Section 1.2(d), may
     include securities being sold for the account of the Company or any Other
     Stockholder. If the Requested Registration shall be pursuant to an
     underwritten offering, the right of any Holder, any Other Stockholder or
     the Company to registration pursuant to Section 1.2 shall be conditioned
     upon such person's participation in the underwriting related to such
     Requested Registration and the inclusion of such person's Registrable
     Securities in the underwriting (unless otherwise mutually agreed by a
     majority in interest of the Initiating Holders and such person with respect
     to such participation and inclusion) to the extent provided herein. In
     connection with such an underwritten Requested Registration, the Company
     shall (together with all Holders and the Other Stockholders proposing to
     distribute their securities through such underwriting) enter into an
     underwriting agreement in customary form with the representative of the
     underwriter or underwriters selected by the Initiating Holders (which
     underwriter shall be reasonably acceptable to the Company). If a person who
     has requested inclusion in such registration as provided above does not
     agree to the terms of any such underwriting, such person shall be excluded
     therefrom by written notice from the Company, the underwriter or the
     Initiating Holders. Any Registrable Securities or other securities excluded
     or withdrawn from such underwriting shall also be withdrawn from such
     registration (unless otherwise mutually agreed by a majority in interest of
     the Initiating Holders with respect to such participation and inclusion).

             (ii) Notwithstanding any other provision of this Section 1.2, if
        the representative(s) of the underwriters advises the Initiating Holders
        in writing that marketing factors require a limitation of the number of
        securities to be underwritten (including Registrable Securities) because
        the number of securities to be underwritten is likely to have an adverse
        effect on the price, timing or the distribution of the securities to be
        offered, then the Company shall so advise all Holders of Registrable
        Securities which would otherwise be underwritten pursuant hereto, and
        the number of

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        shares that may be included in the underwriting shall be allocated among
        participating Holders, (i) first among the participating Holders on a
        pro rata basis based on the total number of Registrable Securities held
        by such Holders, and (ii) second to the extent all Registrable
        Securities requested to be included in such underwriting by the Holders
        have been included, among the Company and the Other Stockholders on a
        pro rata basis based on the total number of securities requested for
        inclusion by them in such underwritten offering. The securities so
        excluded shall also be withdrawn from registration.

     1.3  Registration Expenses.

     All Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Sections 1.1 or 1.2 hereof shall be
borne by the Company; provided, however, that the Holders of a majority of the
Registrable Securities included or proposed to be included in any registration
begun pursuant to Section 1.2 that is withdrawn may elect to require the Holders
to pay all Registration Expenses. If such Holders pay all such Registration
Expenses, then such registration shall not be counted as a requested
registration for purposes of Section 1.2(c)(iii). All Selling Expenses relating
to securities so registered shall be borne by the holders of such securities pro
rata on the basis of the number of shares of Registrable Securities so
registered on their behalf.

     1.4  Registration Procedures.

          (a) In the case of each registration effected by the Company pursuant
     to Section 1, the Company will (x) keep each Holder advised in writing as
     to the initiation of each registration and as to the completion and
     effectiveness thereof, (y) if requested by the Holders holding a majority
     of the Registrable Securities registered thereunder (in connection with a
     Requested Registration but not a Company Registration), keep such
     registration statement effective for up to sixty (60) days (subject to the
     Company's rights in Section 1.2(b)(iii)) or until the Holder or Holders
     have completed the distribution of Registrable Securities registered
     thereunder and (z) notify each Holder participating in such registration
     promptly upon the happening of any event as a result of which a prospectus
     included in a registration statement including Registrable Securities, as
     then in effect, includes an untrue statement of a material fact or omits to
     state any material fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading. The
     Company will use its commercially reasonable efforts, as expeditiously as
     possible, to:

             (i) Prepare and file with the Commission such amendments and
        supplements to the registration statement related to such registration
        and the prospectus used in connection with such registration statement
        as may be necessary to comply with the provisions of the Securities Act
        with respect to the disposition of all securities covered by such
        registration statement.

             (ii) Furnish such number of prospectuses and other documents
        incident thereto, including any amendment of or supplement to the
        prospectus, as a Holder or underwriter, if applicable, from time to time
        may reasonably request, in each case in conformance with the
        requirements of the Securities Act.

             (iii) Cause all such Registrable Securities registered pursuant
        hereunder to be listed on each securities exchange on which similar
        securities issued by the Company are then listed.

          (b) In the case of each Requested Registration effected by the Company
     pursuant to Section 1.2 that is underwritten, the Company will, as
     expeditiously as possible:

             (i) Enter into such customary agreements (including an underwriting
        agreement in customary form), which may include indemnification
        provisions in favor of underwriters and other persons in addition to the
        provisions of Section 1.5 hereof.

             (ii) Obtain a "cold comfort" letter or letters from the Company's
        independent public accountants and furnish a signed counterpart of a
        customary opinion of counsel of the Company, in each case, addressed to
        each Holder and the underwriters in customary form and substance, dated
        the effective date of the Registration Statement (in the case of such
        "cold comfort" letter)
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        and dated the date of the closing under the underwriting agreement (in
        the case of such opinion).

             (iii) Make available for reasonable inspection by, or give
        reasonable access to, each Holder, each underwriter and any attorney,
        accountant or other agent retained by such Holder or underwriter, all
        pertinent financial and other records, pertinent corporate documents and
        properties of the Company, and cause the Company's officers, directors
        and employees to supply all information reasonably requested by any
        Holder, any underwriter or any such other person in connection with the
        offering thereunder.

             (iv) Arrange for the management of the Company to participate in
        customary road show meetings reasonably requested (and reasonable in
        scope in light of the size of the offering) upon reasonable prior notice
        by the lead managing underwriter of such offering.

     1.5  Indemnification.

          (a) The Company will indemnify each Holder, each of its officers,
     directors and partners, legal counsel, and accountants and each person
     controlling such Holder within the meaning of Section 15 of the Securities
     Act, with respect to which registration, qualification, or compliance has
     been effected pursuant to this Section 1, and each underwriter, if any, and
     each person who controls within the meaning of Section 15 of the Securities
     Act any underwriter, against all expenses, claims, losses, damages, and
     liabilities (or actions, proceedings, or settlements in respect thereof)
     arising out of or based on any untrue statement (or alleged untrue
     statement) of a material fact contained in any prospectus, offering
     circular, or other document (including any related registration statement,
     notification, or the like) incident to any such registration,
     qualification, or compliance, or based on any omission (or alleged
     omission) to state therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading, or any violation
     by the Company of the Securities Act or any rule or regulation thereunder
     applicable to the Company and relating to action or inaction required of
     the Company in connection with any such registration, qualification, or
     compliance, and will reimburse each such Holder, each of its officers,
     directors, partners, legal counsel, and accountants and each person
     controlling such Holder, each such underwriter, and each person who
     controls any such underwriter, for any legal and any other expenses
     reasonably incurred in connection with investigating and defending or
     settling any such claim, loss, damage, liability, or action, provided that
     the Company will not be liable in any such case to the extent that any such
     claim, loss, damage, liability, or expense arises out of or is based on any
     untrue statement or omission based upon written information furnished to
     the Company by such Holder or underwriter and stated to be specifically for
     use therein. It is agreed that the indemnity agreement contained in this
     Section 1.5(a) shall not apply to amounts paid in settlement of any such
     loss, claim, damage, liability, or action if such settlement is effected
     without the consent of the Company (which consent shall not be unreasonably
     withheld).

          (b) Each Holder will, if Registrable Securities held by such Holder
     are included in the securities as to which such registration,
     qualification, or compliance is being effected, indemnify the Company, each
     of its directors, officers, partners, legal counsel, and accountants and
     each underwriter, if any, of the Company's securities covered by such a
     registration statement, each person who controls the Company or such
     underwriter within the meaning of Section 15 of the Securities Act, each
     other such Holder and Other Stockholder, and each of their officers,
     directors, and partners, and each person controlling such Holder or Other
     Stockholder, against all claims, losses, damages and liabilities (or
     actions in respect thereof) arising out of or based on any untrue statement
     (or alleged untrue statement) of a material fact contained in any such
     registration statement, prospectus, offering circular, or other document,
     or any omission (or alleged omission) to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and will reimburse the Company and such Holders, Other
     Stockholders, directors, officers, partners, legal counsel, and
     accountants, persons, underwriters, or control persons for any legal or any
     other expenses reasonably incurred in connection with investigating or
     defending any such claim, loss, damage,

                                       -6-
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     liability, or action, in each case to the extent, but only to the extent,
     that such untrue statement (or alleged untrue statement) or omission (or
     alleged omission) is made in such registration statement, prospectus,
     offering circular, or other document in reliance upon and in conformity
     with written information furnished to the Company by such Holder and stated
     to be specifically for use therein; provided, however, that the obligations
     of such Holder hereunder shall not apply to amounts paid in settlement of
     any such claims, losses, damages, or liabilities (or actions in respect
     thereof) if such settlement is effected without the consent of such Holder
     (which consent shall not be unreasonably withheld); and provided that in no
     event shall any indemnity under this Section 1.5 exceed the net proceeds
     from the offering received by such Holder.

          (c) Each party entitled to indemnification under this Section 1.5 (the
     "Indemnified Party") shall give notice to the party required to provide
     indemnification (the "Indemnifying Party") promptly after such Indemnified
     Party has actual knowledge of any claim as to which indemnity may be
     sought, and shall permit the Indemnifying Party to assume the defense of
     such claim or any litigation resulting therefrom; provided that counsel for
     the Indemnifying Party, who shall conduct the defense of such claim or any
     litigation resulting therefrom, shall be approved by the Indemnified Party
     (whose approval shall not be unreasonably withheld), and the Indemnified
     Party may participate in such defense at such party's expense, and provided
     further that the failure of any Indemnified Party to give notice as
     provided herein shall not relieve the Indemnifying Party of its obligations
     under this Section 1, to the extent such failure is not prejudicial. No
     Indemnifying Party, in the defense of any such claim or litigation, shall,
     except with the consent of each Indemnified Party, consent to entry of any
     judgment or enter into any settlement that does not include as an
     unconditional term thereof the giving by the claimant or plaintiff to such
     Indemnified Party of a release from all liability in respect to such claim
     or litigation. Each Indemnified Party shall furnish such information
     regarding itself or the claim in question as an Indemnifying Party may
     reasonably request in writing and as shall be reasonably required in
     connection with defense of such claim and litigation resulting therefrom.

          (d) If the indemnification provided for in this Section 1.5 is held by
     a court of competent jurisdiction to be unavailable to an Indemnified Party
     with respect to any loss, liability, claim, damage, or expense referred to
     therein, then the Indemnifying Party, in lieu of indemnifying such
     Indemnified Party hereunder, shall contribute to the amount paid or payable
     by such Indemnified Party as a result of such loss, liability, claim,
     damage, or expense in such proportion as is appropriate to reflect the
     relative fault of the Indemnifying Party on the one hand and of the
     Indemnified Party on the other in connection with the statements or
     omissions that resulted in such loss, liability, claim, damage, or expense
     as well as any other relevant equitable considerations. The relative fault
     of the Indemnifying Party and of the Indemnified Party shall be determined
     by reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or the omission to state a material fact
     relates to information supplied by the Indemnifying Party or by the
     Indemnified Party and the parties' relative intent, knowledge, access to
     information, and opportunity to correct or prevent such statement or
     omission.

          (e) Notwithstanding the foregoing, to the extent that the provisions
     on indemnification and contribution contained in the underwriting agreement
     entered into in connection with the underwritten public offering are in
     conflict with the foregoing provisions, the provisions in the underwriting
     agreement shall control.

     1.6  Information by Holder.

     Each Holder of Registrable Securities shall furnish to the Company such
information regarding such Holder and the distribution proposed by such Holder
as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification, or compliance
referred to in this Section 1.

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     1.7  Transfer or Assignment of Registration Rights.

     The rights to cause the Company to register securities granted to a Holder
by the Company under this Section 1 may be transferred or assigned by a Holder
only (a) to fewer than thirty (30) (in the aggregate) of its affiliates (as
defined in Rule 144, an "Affiliate") provided such Affiliate agrees to be bound
by the terms of this Section 1 or (b) with the prior written consent of the
Company.

     1.8  "Market Stand-Off" Agreement.  In connection with any underwritten
offering of Securities in which a Holder participates pursuant to Section 1.1 or
Section 1.2, if requested by the managing underwriter of such offering, such
Holder shall agree to enter into a market stand-off agreement in customary form
with such underwriter pursuant to which such Holder will agree not to Transfer
or offer to Transfer any Securities (other than those included in the
registration) during a period not to exceed ninety (90) days following the
effective date of the registration statement of Western Multiplex filed under
the Securities Act with respect to such underwritten offering.

     1.9  Termination of Registration Rights.  The right of any Holder to
request registration or inclusion in any registration pursuant to this Section 1
shall terminate on such date as all shares of Registrable Securities held or
entitled to be held upon conversion by such Holder (a) may immediately be sold
under Rule 144 during any ninety (90)-day period (including, without limitation,
pursuant to Rule 144(k)) and (b) represent less than 5% of the outstanding
Western Multiplex Common Stock.

                                   SECTION 2

                   RESTRICTIONS ON SALE OR OTHER DISPOSITION

     2.1  Restriction.  Except as otherwise permitted pursuant to this Section
2, Stockholder hereby agrees that during the period beginning on the Closing
Date (inclusive) and ending on the date this Section 2 terminates, Stockholder
will not Transfer any Securities (a "Restricted Transaction"), without the prior
written consent of the Company. For purposes of clarification, subject to this
Section 2, Stockholder agrees that any Transfer or distribution of Securities by
Stockholder to its current or former partners, stockholders, affiliates, members
or other equity owners or any similar distributions will constitute Transfers
subject to this Section 2. In furtherance of the foregoing, Stockholder agrees
that the Company and its transfer agent and registrar are hereby authorized to
decline to make any Transfer of Securities if such Transfer would constitute a
violation or breach of the terms of this Section 2.

     2.2  Exceptions.

          (a) Affiliate Transfers.  As long as Ripplewood Holding L.L.C.
     controls the Stockholder, a Transfer to an Affiliate of the Stockholder
     will not constitute a Restricted Transaction and shall be permitted
     pursuant to this Section 2 as long as (i) such Transfer is a private
     transaction exempt from the registration requirements of the Securities Act
     and (ii) such Affiliate agrees in writing to become subject to the terms of
     this Agreement as if such Affiliate were the Stockholder.

          (b) Transfers of Registrable Securities.  Any Transfer effected
     pursuant to a registration to which Section 1.1 or Section 1.2 applies will
     not constitute a Restricted Transaction and shall be permitted pursuant to
     this Section 2.

          (c) Initial 30-Day Window.  During the period (i) beginning on the
     Closing Date (and including such date) (the "Initial Release Date"), and
     (ii) ending on and including the 30th day following the Initial Release
     Date, Transfers by Stockholder of up to an aggregate of 5,000,0000 shares
     of the Company Common Stock (as such number is adjusted for stock splits,
     dividends, combinations, recapitalizations or similar events after the date
     hereof, the "Initial Release") will not constitute Restricted Transactions
     and shall be permitted pursuant to this Section 2. Also, (x) after
     5,000,000 shares of the Company Common Stock have been Transferred pursuant
     to this Section 2.2(c) and (y) if J.P. Morgan Securities Inc. advises the
     Company and Stockholder that, because of then current and expected market
     demand, an increase of the Initial Release would be reasonably absorbed by
     the trading market and would not significantly negatively affect the
                                       -8-
<PAGE>

     Company's Common Stock price, then the Company will agree, by written
     notice to Stockholder, to increase the Initial Release to such number of
     shares advised by J.P. Morgan Securities Inc.

          (d) Tender Offers.  Any Transfer pursuant to a tender offer (as such
     term is interpreted under the Exchange Act) for at least 25% of the
     outstanding Western Multiplex Common Stock shall not constitute a
     Restricted Transaction and shall be permitted pursuant to this Section 2.

          (e) Trading Windows.  On any day during a Trading Window, Transfers of
     up to the Trading Window Amount applicable to such day will not constitute
     Restricted Transactions and shall be permitted pursuant to this Section 2.

     2.3  Lockups and Securities Laws, etc.  (a) Nothing in this Agreement shall
affect any restrictions on Transfers otherwise imposed under the Securities Act,
under other applicable securities laws or pursuant to Section 1.8 (or any
agreement executed by Stockholder or any affiliate thereof that is similar to
the agreement set forth in Section 1.8).

          (b) The Stockholder agrees that any Transfer made by it will comply
     with all applicable federal, state and foreign securities laws.

     2.4  60 Day Trading Requirement.  All Transfers by Stockholder (other than
Distributions of Securities and any Transfers pursuant to Section 2.2(b) or
Section 2.2(d)) effected on any date that is before the 61st day after the
Initial Release Date must be effected through the trading desk of J.P. Morgan
Securities Inc. Furthermore, Stockholder agrees to use its commercially
reasonable best efforts to cause all persons to whom Stockholder Distributes
shares of the Company's Common Stock (each, a "Distributee") to effect all
subsequent Transfers by Distributees on any date that is before the 61st day
after the Initial Release Date through the trading desk of J.P. Morgan
Securities Inc., which efforts shall include, among other things, a
recommendation to each Distributee to effect Transfers in such manner; provided,
however that in no event shall such efforts require Stockholder to (a) expend
greater than de minimus amounts of cash (provided, however that the payment of
salary and compensation in the ordinary course to employees of the Stockholder
shall not be deemed a cash expenditure), (b) amend, supplement or otherwise
modify any agreement between Stockholder and the Distributee in existence as of
the date hereof, (c) violate any applicable laws, rules or regulations or (d)
breach or contravene any of the terms of any agreement between Stockholder and
the Distributee in existence as of the date hereof. Stockholder represents and
warrants to the Company that a recommendation by Stockholder to each Distributee
to effect Transfers in the manner set forth above will not breach or contravene
any of the terms of any agreement between Stockholder and the Distributee in
existence as of the date hereof.

     2.5  Termination of Section 2.

     This Section 2 will terminate on the earlier of (i) the one-year
anniversary of the Closing Date and (ii) the date on which the Stockholder and
its Affiliates cease to beneficially own, in the aggregate, at least 10% of the
outstanding shares of Western Multiplex Common Stock.

     2.6  Aggregation.

     Transfers by all persons deemed to be a "Stockholder" for purposes hereof
will be aggregated for purposes hereof.

                                   SECTION 3

                                 MISCELLANEOUS

     3.1  Rule 144.

     The Company covenants that it will use its reasonable best efforts to
timely file the reports required to be filed by the Company under the Securities
Act and the Exchange Act so as to enable each Holder to sell Registrable
Securities pursuant to Rule 144. In connection with any sale, transfer or other
disposition by an Investor of any Registrable Securities pursuant to Rule 144
under the Securities Act, the Company

                                       -9-
<PAGE>

shall cooperate with such Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any Securities Act legend, and enable certificates for such Registrable
Securities to be for such number of shares and registered in such names as such
Holder may reasonably request at least ten (10) business days prior to any sale
of Registrable Securities hereunder.

     3.2  Certain Definitions.

     As used in this Agreement, the following terms have the meanings set forth
below:

          (a) "Carryover Amount" means, with respect any Trading Window, the
     number of shares of the Company Common Stock that Stockholder was eligible
     to have Transferred, by virtue of Section 2.2(e), on the final day of the
     immediately preceding Trading Window, but that Stockholder did not Transfer
     pursuant to Section 2.2(e) on such day; provided, however, that such number
     of shares shall be reduced by the number of shares of the Company Common
     Stock, if any, Transferred by the Stockholder before such day pursuant to
     Section 1, but only to the extent such Transfers have not previously
     reduced a Carryover Amount applicable to a prior Trading Window.

          (b) "Commission" means the Securities and Exchange Commission or any
     other federal agency at the time administering the Securities Act.

          (c) "Distributions" means a distribution of Securities by Stockholder
     to its members pro rata in accordance with such members' interest in
     Stockholder.

          (d) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended, or any similar successor federal statute and the rules and
     regulations thereunder, all as the same shall be in effect from time to
     time.

          (e) "Holder" means the Stockholder (as long as the Stockholder holds
     Registrable Securities) and any holder of Registrable Securities to whom
     the registration rights conferred by this Agreement have been transferred
     in compliance with Section 1.7 hereof.

          (f) "Indemnified Party" has the meaning set forth in Section 1.5(c)
     hereto.

          (g) "Indemnifying Party" has the meaning set forth in Section 1.5(c)
     hereto.

          (h) "Initiating Holders" means any Holder or Holders who in the
     aggregate hold not less than fifty percent (50%) of the outstanding
     Registrable Securities.

          (i) "NASDAQ" means The Nasdaq Stock Market, Inc.

          (j) "Other Stockholders" means persons other than Holders who, by
     virtue of agreements with the Company, are entitled to include their
     securities in certain registrations of the Company.

          (k) "Registrable Securities" means (i) each of the shares of the
     Company Common Stock held by Stockholder as of the date hereof and (ii) any
     Common Stock issued as a dividend or other distribution with respect to or
     in exchange for or in replacement of the shares referenced in (i) above;
     provided, however, that Registrable Securities shall not include any shares
     of Common Stock that have previously been registered, that have been sold
     to the public either pursuant to a registration statement or Rule 144, that
     have been sold or otherwise transferred in a private transaction in which
     the transferor's rights under this Agreement are not assigned.

          (l) The terms "register," "registered" and "registration" refer to a
     registration effected by preparing and filing a registration statement in
     compliance with the Securities Act and applicable rules and regulations
     thereunder, and the declaration or ordering of the effectiveness of such
     registration statement.

          (m) "Registration Expenses" means all expenses incurred in effecting
     any registration pursuant to this Agreement, including, without limitation,
     all registration, qualification, and filing fees, printing expenses, escrow
     fees, fees and disbursements of counsel for the Company, up to $20,000 of

                                       -10-
<PAGE>

     reasonable fees and disbursements of one counsel for the Holders
     participating in such registration (which counsel shall be chosen by the
     Holders of a majority of the Registrable Securities being registered), blue
     sky fees and expenses, and expenses of any regular or special audits
     incident to or required by any such registration, but shall not include the
     compensation of regular employees of the Company, which shall be paid in
     any event by the Company, and shall not include Selling Expenses.

          (n) "Rule 144" means Rule 144 as promulgated by the Commission under
     the Securities Act, as such Rule may be amended from time to time, or any
     similar successor rule that may be promulgated by the Commission.

          (o) "Rule 145" means Rule 145 as promulgated by the Commission under
     the Securities Act, as such Rule may be amended from time to time, or any
     similar successor rule that may be promulgated by the Commission.

          (p) "Securities" means shares of the Company Common Stock or
     securities convertible, into or exchange or exercisable for any shares the
     Company's Common Stock.

          (q) "Securities Act" means the Securities Act of 1933, as amended, or
     any similar successor federal statute and the rules and regulations
     thereunder, all as the same shall be in effect from time to time.

          (r) "Selling Expenses" means all underwriting discounts, selling
     commissions and stock transfer taxes applicable to the sale of Registrable
     Securities and, to the extent not explicitly within the definition of
     "Registration Expenses," fees and disbursements of counsel for any Holder,
     including, without limitation, legal fees and expenses.

          (s) "Trading Window" means each successive 30 day period beginning
     (and including) on the 31st day after the Effective Date of the Merger
     until the date when all of the Securities have been Transferred by
     Stockholder (i.e., days 31-60 constitute a "Trading Window," days 61-90
     constitute a "Trading Window," etc.).

          (t) "Trading Window Amount," for any day during a Trading Window,
     means the number of shares of the Company's Common Stock (as such number of
     shares is appropriately adjusted for stock splits, dividends, combinations,
     recapitalizations or similar events after the date hereof) equal to the sum
     of (i) the Trading Volume Amount and (ii) the Carryover Amount, minus (iii)
     the number of shares of the Company's Common Stock that Stockholder has
     previously Transferred pursuant to Section 2.2(e) during such Trading
     Window before such day.

          (u) "Trading Volume Amount," as calculated on any day during any
     Trading Window, means the number of shares of Common Stock equal to the
     average weekly trading volume in the Company Common Stock on NASDAQ during
     the four weeks preceding the first day of such Trading Window.

          (v) "Transfer" means any sale, Distribution (or other distribution),
     contract to sell, pledge or other disposition of, or transaction that has
     the same effect, or swap, hedge or other arrangement that transfers, in
     whole or in part, any of the economic consequences of ownership of the
     Securities.

     3.3  Amendment; Termination.

          (a) Except as expressly provided herein, neither this Agreement nor
     any term hereof may be amended, waived, discharged or terminated other than
     by a written instrument referencing this Agreement and signed by the
     Company and the Holders holding a majority of the Registrable Securities;
     provided, however, that Section 2 may not be amended, waived, discharged or
     terminated unless such instrument is signed by the Stockholder, and the
     signature of other Holders will not be required for any such amendment,
     waiver, discharge or termination. Any such amendment, waiver, discharge or
     termination effected in accordance with this paragraph shall be binding
     upon each Holder and each future holder of all such securities of Holder.
     In the event that an underwriting agreement contains terms differing from
     this Agreement, as to any Holder that is bound by such underwriting
     agreement the terms of such underwriting agreement shall govern.

                                       -11-
<PAGE>

          (b) If the Merger Agreement terminates in accordance with its terms
     pursuant to Article VII thereto, this Agreement will immediately terminate
     and the Prior Agreement will be reinstated in full force and effect.
     Otherwise, unless this Agreement terminates earlier pursuant to this
     Section 3.2, this Agreement will terminate when both Section 1 and Section
     2 have terminated in accordance with their provisions.

     3.4  Notices.  All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or otherwise delivered by hand or by
messenger addressed:

          (a) if to an Holder, at such Holder's facsimile number or address as
     shown in the Company's records, as may be updated in accordance with the
     provisions hereof, with a copy to Richard Capelouto, Simpson Thacher &
     Bartlett, 3330 Hillview Avenue, Palo Alto, California 94304, facsimile
     number (650) 251-5002; or

          (b) if to the Company, one copy should be sent to and addressed to the
     attention of the President, or at such other address or facsimile number as
     the Company shall have furnished to the Holders, with a copy to Robert G.
     Day, Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto,
     California, facsimile number (650) 493-6811.

     Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid or, if
sent by facsimile, upon confirmation of facsimile transfer with a confirming
phone call.

     3.5  Governing Law.  This Agreement shall be governed in all respects by
the internal laws of the State of New York as applied to agreements entered into
among New York residents to be performed entirely within New York.

     3.6  Successors and Assigns.  This Agreement, and any and all rights,
duties and obligations hereunder, shall not be assigned, transferred, delegated
or sublicensed by any Holder except in accordance with Section 1.7 or Section
2.2(a). Except as set forth in Section 2.2(a), Stockholder may not assign its
obligations or rights under Section 2 without the prior written consent of the
Company. The Company may assign or transfer its rights and obligations hereunder
without the consent of any other party hereto, but only in connection with a
sale of all or substantially all of the Company's assets, whether by merger,
consolidation, asset sale or otherwise. Except as provided in this Section 3.6,
any attempt to assign, transfer, delegate or sublicense any rights, duties or
obligations that arise under this Agreement shall be void. Subject to the
foregoing and except as otherwise provided herein, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties.

     3.7  Effective Date; Entire Agreement.  This Agreement shall not be
effective unless and until the Closing, in which case the parties hereto hereby
agree that the Registration Rights Agreement, dated as of June 8, 2000 (the
"Existing Agreement"), shall be terminated. Prior to the Closing and/or if the
Merger Agreement shall be terminated according to its terms, this Agreement
shall be of no force and effect and the parties hereto shall continue to be
subject to the Existing Agreement pursuant to the terms thereof as existing on
the date hereof. Upon the Closing, this Agreement shall constitute the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and supersede in its entirety the Existing Agreement (as well as
all other agreements, written or unwritten, between the Company and Stockholder
or any of its affiliates, members, former merger or other current or former
equity owners (including, without limitation, registration rights)) with respect
to the matters set forth herein, which agreements shall thereafter have no
further force and effect. No party hereto shall be liable or bound to any other
party in any manner with regard to the subjects hereof or thereof by any
warranties, representations or covenants except as specifically set forth
herein.

                                       -12-
<PAGE>

     3.8  Delays or Omissions.  Except as expressly provided herein, no delay or
omission to exercise any right, power or remedy accruing to any party to this
Agreement upon any breach or default of any other party under this Agreement
shall impair any such right, power or remedy of such non-defaulting party, nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative.

     3.9  Severability.  Unless otherwise expressly provided herein, the rights
of the Holders hereunder are several rights, not rights jointly held with any of
the other Holders. In the event that any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision, and the parties agree to negotiate, in good faith, a legal and
enforceable substitute provision that most nearly effects the parties' intent in
entering into this Agreement.

     3.10  Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this Agreement to
sections, paragraphs and exhibits shall, unless otherwise provided, refer to
sections and paragraphs hereof and exhibits attached hereto.

     3.11  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties that
execute such counterparts, and all of which together shall constitute one
instrument.

     3.12  Telecopy Execution and Delivery.  A facsimile, telecopy or other
reproduction of this Agreement may be executed by one or more parties hereto,
and an executed copy of this Agreement may be delivered by one or more parties
hereto by facsimile or similar electronic transmission device pursuant to which
the signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original
of this Agreement as well as any facsimile, telecopy or other reproduction
hereof.

     3.13  Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT
OF OR RELATED TO THIS AGREEMENT.

     3.14  Further Assurances.  Each party hereto agrees to execute and deliver,
by the proper exercise of its corporate, limited liability company, partnership
or other powers, all such other and additional instruments and documents and do
all such other acts and things as may be necessary to more fully effectuate this
Agreement.

                                       -13-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Stockholders
Agreement effective as of the day and year first above written.

                                          WESTERN MULTIPLEX CORPORATION
                                          a Delaware corporation

                                          By: /s/ JONATHAN N. ZAKIN
                                            ------------------------------------
                                              Name: Jonathan N. Zakin
                                              Title: Chairman & Chief Executive
                                                     Officer

                                          STOCKHOLDER:

                                          WMC HOLDING L.L.C.
                                          a Delaware limited liability company

                                          By: /s/ JEFFREY M. HENDREN
                                            ------------------------------------
                                              Name: Jeffrey M. Hendren
                                              Title: Authorized Person

                                          RIPPLEWOOD PARTNERS, L.P.
                                          a Delaware limited partnership

                                          By: Ripplewood Holdings, L.L.C.,
                                              its general partner

                                          By: /s/ JEFFREY M. HENDREN
                                            ------------------------------------
                                              Name: Jeffrey M. Hendren
                                              Title: Managing Director

                                          RIPPLEWOOD EMPLOYEE CO-INVESTMENT
                                          FUND, L.P.
                                          a Delaware limited partnership

                                          By: Ripplewood Holdings, L.L.C.,
                                              its general partner

                                          By: /s/ JEFFREY M. HENDREN
                                            ------------------------------------
                                              Name: Jeffrey M. Hendren
                                              Title: Managing Director

                                       -14-
<PAGE>