Unassociated Document


    CONSENT TO THE WITHDRAWAL OF
REGISTRATION STATEMENTS

     

    This Consent to the Withdrawal of
Registration Statements is made as of the 20th day of March, 2009 by Oak
Investment Partners XI, Limited Partnership, a Delaware limited partnership
(“Oak”).

     

    WHEREAS, Oak and Airspan
Networks Inc., a Washington corporation (“Airspan”), are
parties to (i) that certain Preferred Stock Purchase Agreement, dated as of
September 10, 2004 (the “Series A Purchase
Agreement”), pursuant to which Airspan issued an aggregate of 73,000
shares of its Series A Preferred Stock, par value $.0001 per share (the “Series A Preferred
Stock”), to Oak, and (ii) that certain Preferred Stock Purchase
Agreement, dated as of July 28, 2006 (the “Series B Purchase
Agreement”), pursuant to which Airspan issued an aggregate of 200,690
shares of its Series B Preferred Stock, par value $.0001 per share (the “Series B Preferred
Stock”), to Oak.

     

    WHEREAS, holders of Series A
Preferred Stock and Series B Preferred Stock have the right to convert their
shares of Series A Preferred Stock and Series B Preferred Stock into shares of
Airspan Common Stock, par value $.0003 per share (the “Common
Stock”).

     

    WHEREAS, pursuant to the
Series A Purchase Agreement and the Series B Purchase Agreement, Airspan was
required to prepare and file with the Securities and Exchange Commission (the
“SEC”)
registration statements registering with the SEC the resale by the holders of
Series A Preferred Stock and Series B Preferred Stock of the shares of Common
Stock issuable upon the conversion of the Series A Preferred Stock and the
Series B Preferred Stock.

     

    WHEREAS, pursuant to its
obligations under the Series A Purchase Agreement and the Series B Purchase
Agreement, Airspan filed with the SEC (i) a Registration Statement on Form S-3
(Registration No. 333-127479) (the “Series A Registration
Statement”) registering with the SEC the resale by the holders of the
Series A Preferred Stock of the shares of Common Stock issuable upon the
conversion of the shares of Series A Preferred Stock and (ii) a Registration
Statement on Form S-3 (Registration No. 333-140172) (the “Series B Registration
Statement”) registering with the SEC the resale by the holders of Series
B Preferred Stock of the shares of Common Stock issuable upon the conversion of
the shares of Series B Preferred Stock.

     

    WHEREAS, the Series A
Registration Statement and the Series B Registration Statement have been
declared effective by the SEC.

     

    WHEREAS, Airspan has
determined to deregister itself as a “reporting person” under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and
voluntarily delist its Common Stock from The NASDAQ Stock Market LLC (“NASDAQ”).

     

    WHEREAS, in connection with
deregistering itself as a “reporting person” under the Exchange Act and
voluntarily delisting its Common Stock from NASDAQ, Airspan must file with the
SEC post-effective amendments to the Series A Registration Statement and Series
B Registration Statement to withdraw and remove from registration the unissued
and unsold shares of Common Stock previously registered under such Registration
Statements.

     

    NOW, THEREFORE, Oak hereby
consents to Airspan filing with the SEC post-effective amendments to the Series
A Registration Statement and Series B Registration Statement to withdraw and
remove from registration the unissued and unsold shares of Common Stock
previously registered under such Registration Statements.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, this
Consent to the Withdrawal of Registration Statements is made as of the date
first written above.

     

    OAK
INVESTMENT PARTNERS XI, LIMITED PARTNERSHIP

     

    
      
        	 	 	 
	
                By:

              	
                /s/ Bandel Carano

              	 
	
                Name:

              	
                Bandel
      Carano

              	 
	
                Title:

              	
                Managing
      Member of Oak Associates XI, LLC, the General Partner of Oak Investment
      Partners XI, Limited
Partnership