Exhibit 10.86


 


ALLEN MATKINS LECK GAMBLE & MALLORY LLP


TODD E. WHITMAN (BAR NO.
173878)


1901 Avenue of the Stars, Suite 1800


Los
Angeles, California 90067-6019


Phone:
(310) 788-2400


Fax:
(310) 788-2410


 


Attorneys
for Plaintiff


 


SUPERIOR COURT OF THE STATE OF CALIFORNIA


 


COUNTY OF SANTA CLARA – UNLIMITED
JURISDICTION


 


	
  CARRAMERICA REALTY
  OPERATING PARTNERSHIP, L.P., a Delaware limited partnership,

  	
   

  	
  Case No.

  
	
   

  	
   

  	
  STIPULATION FOR ENTRY OF JUDGMENT

  
	
  Plaintiff,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  v.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PROXIM
  WIRELESS NETWORKS, INC., f/k/a PROXIM, INC., a Delaware corporation, PROXIM
  CORPORATION, a Delaware corporation and DOES 1 through 5,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Defendants.

  	
   

  	
   

  



 


IT
IS HEREBY STIPULATED by and between the parties hereto, that a Judgment in
favor of plaintiff CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P. (“plaintiff”)
and against defendants PROXIM WIRELESS NETWORKS, INC. f/k/a PROXIM, INC. and
PROXIM CORPORATION (“defendants”), may be entered by the Court, subject to the
terms and conditions herein, as follows:


 


1.                                       Plaintiff’s predecessor-in-interest CARRAMERICA
REALTY


 





















 


CORPORATION and defendant
PROXIM WIRELESS NETWORKS, INC., f/k/a PROXIM, INC. are parties to that certain
lease (the “Lease”) dated August 25, 1999 for premises commonly known as
Building A, located at 510 DeGuigne, Sunnyvale, California; Building B, located
at 935 Stewart Drive, Sunnyvale, California; and Building C, located at 945
Stewart Drive, Sunnyvale, California (the “Premises”). Pursuant to the terms of
that certain Lease Termination Agreement of even date herewith, entered into by
and between plaintiff and defendants, a true and correct copy of which is
attached hereto as Exhibit A, the terms of which are expressly
incorporated herein, plaintiff and defendants have agreed, among other things,
that, subject to the satisfaction or waiver of the conditions set forth in Section 3.2
of the Lease Termination Agreement, defendants shall vacate and surrender the
Premises on or before June 15, 2005 (the “Delivery Date”) in strict
accordance with the terms and conditions of the Lease Termination Agreement.


 


2.                                       Plaintiff shall not file this Stipulation,
seek entry of judgment, deliver a Writ of Possession to the Sheriff of this
County, or otherwise cause the Sheriff to take any action to remove defendants
from the Premises, unless defendants fail to deliver possession of the Premises
to plaintiff on or before the Delivery Date as provided in the Lease
Termination Agreement, subject to the satisfaction or waiver of the conditions
set forth in Section 3.2 of the Lease Termination Agreement. Defendants
agree that a Writ of Possession shall be issued by the Clerk of the Court, ex
parte, upon notice to defendant’s counsel that complies with the ex parte
notice requirements set forth in California Rules of Court Rule 379
and upon a showing by declaration under penalty of perjury by plaintiff or
plaintiff’s counsel or other representative of plaintiff that defendants have
failed to vacate the Premises by the Delivery Date as required under the Lease
Termination Agreement, upon satisfaction or waiver of the conditions set forth
in Section 3.2 of the Lease Termination Agreement.


 


3.                                       The Judgment entered pursuant to this
Stipulation, if any, shall provide that the Lease is forfeited.  Nothing contained herein shall affect
plaintiff’s rights to recover any amounts due and owing to plaintiff as may be
permitted by the terms and conditions of the


 


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Lease Termination Agreement.


 


4.                                       The Judgment entered pursuant to this
Stipulation, if any, shall become final for all purposes on entry thereof, and
defendants waive all right to appeal, seek any trial, to attempt to modify or
assert a set-off, to seek any stay of execution, to seek relief from forfeiture,
or to move to set aside the terms of this Stipulation. Defendants further acknowledge
that this Stipulation will constitute defendants’ first appearance in this
action and that defendants shall only be entitled to raise as a defense that
the conditions set forth in Section 3.2 of the Lease Termination Agreement
have not been satisfied or waived. Defendants waive any right to vary the terms
of the Stipulation, whether such right may arise from the powers inherent to
this Court or through any decisional or statutory law.


 


5.                                       An executed copy of this Stipulation may be
used in lieu of the original for all purposes, including filing with the Court.
The Judgment entered pursuant to this Stipulation shall be in any form
consistent with the terms of this Stipulation and the Lease Termination Agreement.


 


6.                                       Defendants have not relied on any
representation from plaintiff or plaintiff’s counsel which is not set forth in
this Stipulation or the Lease Termination Agreement. Defendants represent that
they have consulted with their own legal counsel before executing this
Stipulation. Defendants acknowledge receipt of a copy of this Stipulation.


 


7.                                       This Stipulation can be executed in facsimile
counterparts by the parties and a copy may be filed in lieu of an original.


 


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  PLAINTIFF:

  	
  DEFENDANTS:

  
	
   

  	
   

  
	
  DATED:

  	
   

  	
   

  	
  DATED:

  	
   

  	
   

  
	
   

  	
   

  
	
  CARRAMERICA REALTY
  OPERATING

  	
  PROXIM WIRELESS NETWORKS,
  INC.,

  
	
  PARTNERSHIP, L.P.

  	
  f/k/a PROXIM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Its

  	
   

  	
   

  	
  Its

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROXIM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
									



 


4





















 


APPROVED AS TO FORM:


 


	
  DATED:

  	
   

  	
   

  
	
   

  
	
  ALLEN MATKINS LECK GAMBLE & MALLORY LLP

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  TODD E. WHITMAN

  
	
   

  	
  Attorneys for Plaintiff

  
	
   

  	
  CARRAMERICA REALTY OPERATING
  PARTNERSHIP, L.P.

  
	
   

  
	
  DATED:

  	
   

  	
   

  
	
   

  
	
  WILSON SONSINI GOODRICH & ROSATI,
  PROFESSIONAL CORPORATION

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  SUSAN REINSTRA

  
	
   

  	
  Attorneys for Defendants

  
	
   

  	
  PROXIM WIRELESS NETWORKS,
  INC.

  
	
   

  	
  f/k/a PROXIM, INC. and
  PROXIM CORPORATION

  
				



 


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