ex10-2.htm

Exhibit
10.2

    


     

    THE SECURITIES REPRESENTED BY THIS NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS.  ANY TRANSFER OF SUCH SECURITIES
WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY
BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.  THE SECURITIES REPRESENTED BY THIS NOTE
ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT,
DATED AS OF JULY 25, 2008, BY AND BETWEEN COMERICA BANK AND THE HOLDER HEREOF
(AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME) (THE
“SUBORDINATION AGREEMENT”).  IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THE SUBORDINATION AGREEMENT AND THIS PROMISSORY NOTE, THE TERMS OF THE
SUBORDINATION AGREEMENT SHALL GOVERN AND CONTROL.

     

    Proxim
Wireless Corporation

     

    Promissory
Note

     

    
      	
              Note
      No. 2008-__

            	 
      
	
              $1,500,000.00

            	
              July
      25, 2008

            


    

    


    FOR VALUE
RECEIVED, subject to the terms and conditions of this Promissory Note (the
“Note”), Proxim
Wireless Corporation, a Delaware corporation with its principal offices located
at 1561 Buckeye Drive, Milpitas, CA 95035 (the “Company”), hereby
promises to pay to the order of ________________ or registered assigns (the
“Holder”) with
its principal office located at 4550 Gordon Drive, Naples, Florida, 34102, the
principal sum of ONE MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00)
on the earlier of (x) July 25, 2011 or (y) as otherwise required pursuant to
that certain Securities Purchase Agreement, dated as of July 25, 2008, by and
among, the Company and the purchasers a party thereto, including the Holder
hereof (as amended, supplemented or otherwise modified from time to time (the
“Purchase
Agreement”), including pursuant to a prepayment under Section 1.06 or
upon acceleration pursuant to Article VI of the Purchase Agreement, or if such
day is not a regular Business Day, on the next Business Day thereafter, with all
accrued but unpaid interest (as provided below) to such date (the “Maturity
Date”).  This Note will accrue interest at the rate of sixteen
percent (16%) per annum.  Interest will be due and payable monthly in
arrears on the last day of each calendar month (each, an “Interest Payment
Date”) and shall be computed on the basis of a 360-day year and paid for
the actual number of days elapsed, with the first interest payment due July 31,
2008.  In lieu of paying in cash the interest accrued to any Interest
Payment Date, and at the Company’s sole discretion, the interest may be paid in
kind at the rate of nineteen percent (19%) per

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    annum,
compounding monthly, in which case the accrued interest will be added to the
principal amount of this Note on the applicable Interest Payment Date, and
interest will accrue on such aggregate principal amount.  In the event
any payment under this Note is not timely made when due, interest will accrue on
such late payment at an amount equal to twenty-two percent (22%) per annum from
and including the date such late payment was due to (but excluding) the date
such late payment is paid to the Holder.  All amounts payable under
this Note and hereunder shall be paid in lawful money of the United States
without setoff or withholding of any kind.  As used herein “Business Day” means
any day of the week other than Saturday, Sunday or any other day of the week on
which commercial banks in New York, New York are authorized or required by law
to close.

     

    This Note
is one of the Notes issued pursuant to the Purchase Agreement and the purchasers
named therein and shall be entitled to the benefits thereof.  The
Holder of this Note is also entitled to the rights and obligations under that
certain Subordination Agreement, dated as of July 25, 2008, by and among
Comerica Bank, the Holder and _____________________ (as amended, supplemented or
otherwise modified from time to time) (the “Subordination
Agreement”).

     

    In case
any payment herein provided for shall not be paid when due, the Company promises
to pay all costs of collection, including all reasonable attorneys fees and
expenses.  Company further agrees to pay and hold Holder harmless
against liability for the payment of the reasonable fees and expenses of Holder
(including, without limitation, reasonable attorneys’ fees and expenses and out
of pocket expenses of Holder and its representatives, including, without
limitation, fees and expenses for travel, background investigations and outside
consultants) arising in connection with any refinancing or restructuring of the
credit arrangements provided under this Note in the nature of a “work-out” or
pursuant to any insolvency or bankruptcy proceedings.

     

    No
failure or delay on the part of the Holder hereof in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or
privilege.  All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise
available.

     

    This Note
shall be binding upon the Company and its successors and assigns, and shall
inure to the benefit of the Holder and its successors and assigns, and may be
assigned by the Holder in accordance with the requirements of the Purchase
Agreement.  This Note shall not be assigned and none of the
obligations related hereunder shall be delegated by the Company without the
prior written consent of the Holder.

     

    In no
event shall the amount paid or agreed to be paid to the Holder hereunder exceed
the highest lawful rate permissible under the then applicable usury
laws.  If it is hereafter determined by a court of competent
jurisdiction that the interest

     


    
      
         


      

      
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    payable
hereunder is in excess of the amount which the Holder may legally collect under
the then applicable usury laws, such amount which would be excessive interest
shall be applied to the payment of the unpaid principal balance due hereunder
and not to the payment of interest or, if all principal shall previously have
been paid, promptly repaid by the Holder to the Company.

     

    The
Company and any endorsers of this Note hereby waive diligence, presentment,
protest, demand and notice of every kind and, to the fullest extent permitted by
law, the right to plead any statute of limitations as a defense to any demand
hereunder.

     

    This Note
shall be governed by the internal laws (and not the law of conflicts) of the
State of New York.

     

    Every
provision of this Note is intended to be severable. If any term or provision
hereof is declared by a court of competent jurisdiction to be illegal or
invalid, such illegal or invalid term or provision shall not affect the balance
of the terms and provisions hereof, which terms and provisions shall remain
binding and enforceable.

     

    


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    IN
WITNESS WHEREOF, the Company has caused this Promissory Note to be executed as
of the day and year first above written.

     

    
      	 
      	
              PROXIM WIRELESS
      CORPORATION,

            
	 
      	
              a
      Delaware corporation

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

     

     

     

     

     

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