ex10-3.htm

Exhibit
10.3

    


    THE SECURITIES REPRESENTED HEREBY MAY
NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED OR (II) THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL (IF REQUIRED BY THE COMPANY) REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE
SECURITIES LAWS.

    


    THIS WARRANT SHALL BE VOID AFTER 5:00
P.M. EASTERN TIME ON JULY 25, 2018 (THE “EXPIRATION DATE”).

    


    No.
2008-__

    


    PROXIM
WIRELESS CORPORATION

    


    WARRANT
TO PURCHASE 625,000 SHARES OF

    COMMON
STOCK, PAR VALUE $0.01 PER SHARE

    


    For VALUE RECEIVED,
__________________________ or registered assigns (“Warrantholder”), is entitled
to purchase, subject to the provisions of this Warrant, from Proxim Wireless
Corporation, a Delaware corporation (“Company”), at any time not later than 5:00
P.M., Eastern time, on the Expiration Date (as defined above), at an exercise
price per share equal to $0.53 (subject to adjustment as described herein) (the
exercise price in effect being herein called the “Warrant Price”), Six Hundred
Twenty-Five Thousand (625,000) shares (“Warrant Shares”) of the Company’s Common
Stock, par value $0.01 per share (“Common Stock”).  The number of
Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price
shall be subject to adjustment from time to time as described
herein.  This Warrant is being issued pursuant to the Securities
Purchase Agreement, dated as of July 25, 2008 (as amended, supplemented or
otherwise modified from time to time) (the “Purchase Agreement”), among the
Company and the initial holders of the Company Warrants (as defined
below).  Capitalized terms used herein have the respective meanings
ascribed thereto in the Purchase Agreement unless otherwise defined
herein.

    


    Section 1.  Registration.  The
Company shall maintain books for the transfer and registration of the
Warrant.  Upon the initial issuance of this Warrant, the Company shall
issue and register the Warrant in the name of the Warrantholder.

    


    Section 2.  Transfers.  As
provided herein, this Warrant may be transferred only pursuant to a registration
statement filed under the Securities Act of 1933, as amended (the “Securities
Act”), or an exemption from such registration.  Subject to such
restrictions, the Company shall transfer this Warrant from time to time upon the
books to be maintained by the Company for that purpose, upon surrender hereof
for transfer, properly endorsed or accompanied by appropriate instructions for
transfer and such other documents as may be reasonably required by the Company,
including, if required by the Company, an opinion of its counsel to the effect
that such transfer is exempt from the registration requirements of the
Securities Act, to establish


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    that such
transfer is being made in accordance with the terms hereof, and a new Warrant
shall be issued to the transferee and the surrendered Warrant shall be canceled
by the Company.

    


    Section 3.  Exercise of
Warrant.  Subject to the provisions hereof, the Warrantholder
may exercise this Warrant, in whole or in part, at any time prior to its
expiration upon surrender of this Warrant, together with delivery of a duly
executed Warrant exercise form, in the form attached hereto as Appendix A (the
“Exercise Agreement”) and payment by cash, certified check or wire transfer of
funds (or, in certain circumstances, by cashless
exercise as provided in Section 18 below) of the aggregate Warrant Price
for that number of Warrant Shares then being purchased, to the Company during
normal business hours on any business day at the Company’s principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the Warrantholder).  The Warrant Shares so purchased shall
be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as
the record owner of such shares, as of the close of business on the date on
which this Warrant shall have been surrendered (or the date evidence of loss,
theft or destruction thereof and security or indemnity satisfactory to the
Company has been provided to the Company), the Warrant Price shall have been
paid and the completed Exercise Agreement shall have been
delivered.  Certificates for the Warrant Shares so purchased shall be
delivered to the Warrantholder (or at the Company’s option and with the
Warrantholder’s consent, electronic shares shall be made available to the
Warrantholder via DWAC) within a reasonable time, not exceeding three (3)
business days (seven (7) business days if the Warrantholder does not consent to
DWAC delivery), after this Warrant shall have been so exercised.  The
certificates so delivered shall be in such denominations as may be requested by
the Warrantholder and shall be registered in the name of the Warrantholder or
such other name as shall be designated by the Warrantholder, as specified in the
Exercise Agreement.  If this Warrant shall have been exercised only in
part, then, unless this Warrant has expired, the Company shall, at its expense,
at the time of delivery of such certificates, deliver to the Warrantholder a new
Warrant representing the right to purchase the number of shares with respect to
which this Warrant shall not then have been exercised.  As used
herein, “business day” means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of
business.  Each exercise hereof shall constitute the re-affirmation by
the Warrantholder that the representations and warranties contained in Section 3
of the Purchase Agreement are true and correct in all material respects with
respect to the Warrantholder as of the time of such exercise.

    


    If (1) a certificate representing the
Warrant Shares is not delivered to the Warrantholder (or electronic shares are
not made available to the Warrantholder) within three (3) Business Days (or
seven (7) Business Days if appropriate pursuant to the first paragraph of this
Section 3) of the due exercise of this Warrant by the Warrantholder and (2)
prior to the time such certificate is received by the Warrantholder (or
electronic shares are so made available), the Warrantholder, or any third party
on behalf of the Warrantholder or for the Warrantholder’s account, purchases (in
an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Warrantholder of shares represented by such
certificate (a “Buy-In”), then the Company shall pay in cash to the
Warrantholder (for costs incurred either directly by such Warrantholder or on
behalf of a third party) the amount by which the total purchase price paid for
Common Stock as a result of the Buy-In (including brokerage commissions, if any)
exceeds the proceeds received by such Warrantholder as a result of the sale to
which such Buy-In relates.


    
      
         


      

      
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    The
Warrantholder shall provide the Company written notice indicating the amounts
payable to the Warrantholder in respect of the Buy-In.

    


    Section 4.  Compliance with the
Securities Act of 1933. Except as provided in the Purchase Agreement, the
Company may cause the legend set forth on the first page of this Warrant to be
set forth on each Warrant, and a similar legend on any security issued or
issuable upon exercise of this Warrant, unless counsel for the Company is of the
opinion as to any such security that such legend is unnecessary.

    


    Section 5.  Payment of
Taxes.  The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the Warrantholder in respect of which such shares are
issued, and in such case, the Company shall not be required to issue or deliver
any certificate for Warrant Shares or any Warrant until the person requesting
the same has paid to the Company the amount of such tax or has established to
the Company’s reasonable satisfaction that such tax has been
paid.  The Warrantholder shall be responsible for income taxes due
under federal, state or other law, if any such tax is due.

    


    Section 6.  Mutilated or Missing
Warrants.  In case this Warrant shall be mutilated, lost,
stolen, or destroyed, the Company shall issue in exchange and substitution of
and upon surrender and cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and for the purchase of a like number of Warrant Shares, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of the Warrant, and with respect to a lost, stolen or destroyed
Warrant, reasonable indemnity or bond with respect thereto, if requested by the
Company.

    


    Section 7.  Reservation of Common
Stock.  The Company hereby represents and warrants that there
have been reserved, and the Company shall at all applicable times keep reserved
until issued (if necessary) as contemplated by this Section 7, out of the
authorized and unissued shares of Common Stock, sufficient shares to provide for
the exercise of the rights of purchase represented by this
Warrant.  The Company agrees that all Warrant Shares issued upon due
exercise of the Warrant shall be, at the time of delivery of the certificates
for such Warrant Shares, duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock of the Company.

    


    Section 8.  Adjustments.  Subject
and pursuant to the provisions of this Section 8, the Warrant Price and number
of Warrant Shares subject to this Warrant shall be subject to adjustment from
time to time as set forth hereinafter.

    


    (a)           If
the Company shall, at any time or from time to time while this Warrant is
outstanding, pay a dividend or make a distribution on its Common Stock in shares
of Common Stock, subdivide its outstanding shares of Common Stock into a greater
number of shares or combine its outstanding shares of Common Stock into a
smaller number of shares or issue by reclassification of its outstanding shares
of Common Stock any shares of its capital stock


    
      
         


      

      
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    (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then (i) the Warrant Price in effect
immediately prior to the date on which such change shall become effective shall
be adjusted by multiplying such Warrant Price by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such change and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after giving effect to such change and
(ii) the number of Warrant Shares purchasable upon exercise of this Warrant
shall be adjusted by multiplying the number of Warrant Shares purchasable upon
exercise of this Warrant immediately prior to the date on which such change
shall become effective by a fraction, the numerator of which shall be the
Warrant Price in effect immediately prior to the date on which such change shall
become effective and the denominator of which shall be the Warrant Price in
effect immediately after giving effect to such change, calculated in accordance
with clause (i) above.  Such adjustments shall be made successively
whenever any event listed above shall occur.

    


    (b)           If
any capital reorganization, reclassification of the capital stock of the
Company, consolidation or merger of the Company with another corporation in
which the Company is not the survivor, or sale, transfer or other disposition of
all or substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange for
a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitation, provision for adjustment of
the Warrant Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof.  The Company shall
not effect any such consolidation, merger, sale, transfer or other disposition
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger, or the corporation purchasing or otherwise acquiring such assets or
other appropriate corporation or entity shall assume the obligation to deliver
to the Warrantholder, at the last address of the Warrantholder appearing on the
books of the Company, such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Warrantholder may be entitled to
purchase, and the other obligations under this Warrant.  The
provisions of this paragraph (b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or
other dispositions.

    


    (c)           In
case the Company shall fix a payment date for the making of a distribution to
all holders of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness or assets (other than cash dividends
or cash distributions payable out of


    
      
         


      

      
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    consolidated
earnings or earned surplus or dividends or distributions referred to in Section
8(a)), or subscription rights or warrants, the Warrant Price to be in effect
after such payment date shall be determined by multiplying the Warrant Price in
effect immediately prior to such payment date by a fraction, the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the Market Price (as defined below) per share of Common Stock immediately
prior to such payment date, less the fair market value (as determined by the
Company’s Board of Directors in good faith) of said assets or evidences of
indebtedness so distributed, or of such subscription rights or warrants, and the
denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such Market Price per share of Common Stock
immediately prior to such payment date.  “Market Price” as of a
particular date (the “Valuation Date”) shall mean the following: (a) if the
Common Stock is then listed on the Nasdaq Global Market or the Nasdaq Capital
Market (“Nasdaq”) or any other national stock exchange, the closing sale price
of one share of Common Stock on such exchange on the last trading day prior to
the Valuation Date; (b) if the Common Stock is then quoted on the National
Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin
Board”) or a similar quotation system or association, the closing sale price of
one share of Common Stock on the Bulletin Board or such other quotation system
or association on the last trading day prior to the Valuation Date or, if no
such closing sale price is available, the average of the high bid and the low
asked price quoted thereon on the last trading day prior to the Valuation Date;
or (c) if the Common Stock is not then listed on a national stock exchange or
quoted on the Bulletin Board or such other quotation system or association, the
fair market value of one share of Common Stock as of the Valuation Date, as
determined in good faith by the Board of Directors of the Company and the
Warrantholder.  If the Common Stock is not then listed on a national
securities exchange, the Bulletin Board or such other quotation system or
association, the Board of Directors of the Company shall respond promptly, in
writing, to an inquiry by the Warrantholder prior to the exercise hereunder as
to the fair market value of a share of Common Stock as determined by the Board
of Directors of the Company.  In the event that the Board of Directors
of the Company and the Warrantholder are unable to agree upon the fair market
value in respect of subpart (c) of this paragraph, the Company and the
Warrantholder shall jointly select an appraiser, who is experienced in such
matters.  The decision of such appraiser shall be final and
conclusive, and the cost of such appraiser shall be borne equally by the Company
and the Warrantholder.  Such adjustment shall be made successively
whenever such a payment date is fixed.

    


    (d)           An
adjustment to the Warrant Price shall become effective immediately after the
payment date in the case of each dividend or distribution and immediately after
the effective date of each other event which requires an
adjustment.

    


    (e)           In
the event that, as a result of an adjustment made pursuant to this Section 8,
the Warrantholder shall become entitled to receive any shares of capital stock
of the Company other than shares of Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall be subject thereafter
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in
this Warrant.

    


    (f)           To
the extent permitted by applicable law and the listing requirements of any stock
market or exchange on which the Common Stock is then listed, the Company
from


    
      
         


      

      
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    time to
time may decrease the Warrant Price by any amount for any period of time if the
period is at least twenty (20) days, the decrease is irrevocable during the
period and the Board shall have made a determination that such decrease would be
in the best interests of the Company, which determination shall be
conclusive.  Whenever the Warrant Price is decreased pursuant to the
preceding sentence, the Company shall provide written notice thereof to the
Warrantholder at least five (5) days prior to the date the decreased Warrant
Price takes effect, and such notice shall state the decreased Warrant Price and
the period during which it will be in effect.

    


    Section 9.  Fractional
Interest.  The Company shall not be required to issue fractions
of Warrant Shares upon the exercise of this Warrant.  If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise, the Company, in
lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional
share of Common Stock on the date of exercise.

    


    Section 10.  Intentionally
Omitted.

    


    Section 11.  Benefits.  Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder (and its registered assigns)) any
legal or equitable right, remedy or claim, it being agreed that this Warrant
shall be for the sole and exclusive benefit of the Company and the Warrantholder
(and its registered assigns).

    


    Section 12.  Notices to
Warrantholder.  Upon the happening of any event requiring an
adjustment of the Warrant Price, the Company shall promptly give written notice
thereof to the Warrantholder at the address appearing in the records of the
Company, stating the adjusted Warrant Price and the adjusted number of Warrant
Shares resulting from such event and setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.  Failure to give such notice to the Warrantholder or any defect
therein shall not affect the legality or validity of the subject
adjustment.

    


    Section 13.  Identity of Transfer
Agent.  The Transfer Agent for the Common Stock is Registrar
& Transfer Company.  Upon the appointment of any subsequent
transfer agent for the Common Stock or other shares of the Company’s capital
stock issuable upon the exercise of the rights of purchase represented by the
Warrant, the Company will mail to the Warrantholder a statement setting forth
the name and address of such transfer agent.

    


    Section 14.  Notices.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon
such delivery, (ii) if given by telex or facsimile, then such notice shall be
deemed given upon receipt of confirmation of complete transmittal, (iii) if
given by mail, then such notice shall be deemed given upon the earlier of (A)
receipt of such notice by the recipient or (B) three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one business day after delivery to such carrier.  All
notices shall be addressed as follows: if to the Warrantholder, at its address
as set forth in the Company’s books and records and, if to the Company, at the
address as


    
      
         


      

      
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    follows,
or at such other address as the Warrantholder or the Company may designate by
ten days’ advance written notice to the other:

    


    If to the
Company:

    


    Proxim
Wireless Corporation

    1561
Buckeye Drive

    Milpitas,
CA 95035

    Attention:
Pankaj Manglik

    Fax:  (408)
383-7680

    


    With a
copy to:

    


    Proxim
Wireless Corporation

    881 North
King Street, Suite 100

    Northamption,
Massachusetts 01060

    Attention:  David
L. Renauld

    Fax:  (413)
584-2685

    


    Section 15.  Intentionally
Omitted.

    


    Section 16.  
Successors.  All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.

    


    Section 17.   Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.  This Warrant shall be
governed by, and construed in accordance with, the internal laws of the State of
New York, without reference to the choice of law provisions
thereof.  The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Warrant
and the transactions contemplated hereby.  Service of process in
connection with any such suit, action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Warrant.  The Company and, by accepting this
Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any
such court in any such suit, action or proceeding and to the laying of venue in
such court.  The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably waives any objection to the laying of venue of
any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS
ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL
BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.


    
      
         


      

      
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    Section 18.  Cashless
Exercise.  The Warrantholder may elect to receive, without the
payment by the Warrantholder of the aggregate Warrant Price in respect of the
shares of Common Stock to be acquired, shares of Common Stock of equal value to
the value of this Warrant, or any specified portion hereof, by the surrender of
this Warrant (or such portion of this Warrant being so exercised) together with
a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly
executed, to the Company.  Thereupon, the Company shall issue to the
Warrantholder such number of fully paid, validly issued and nonassessable shares
of Common Stock as is computed using the following formula:

    


    X = Y (A -
B)

         A

    


    where

    


    X
=           the number of
shares of Common Stock to which the Warrantholder is entitled upon such cashless
exercise;

    


    Y
=           the total
number of shares of Common Stock covered by this Warrant for which the
Warrantholder has surrendered purchase rights at such time for cashless exercise
(including both shares to be issued to the Warrantholder and shares as to which
the purchase rights are to be canceled as payment therefor);

    


    A
=           the “Market
Price” of one share of Common Stock as at the date the net issue election is
made; and

    


    B
=           the Warrant
Price in effect under this Warrant at the time the net issue election is
made.

    


    Section 19.  Intentionally
Omitted.

    


    Section 20.  No Rights as
Stockholder.  Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a stockholder of the
Company by virtue of its ownership of this Warrant.

    


    Section 21.  Amendment;
Waiver.  This Warrant is one of two Warrants of like tenor
issued by the Company pursuant to the Purchase Agreement and initially covering
an aggregate of 1,250,000 shares of Common Stock (collectively, the “Company
Warrants”).  Any term of this Warrant may be amended or waived
(including the adjustment provisions included in Section 8 of this Warrant) upon
the written consent of the Company and the holders of Company Warrants
representing at least 50% of the number of shares of Common Stock then subject
to all outstanding Company Warrants (the “Majority Holders”); provided, that (x)
any such amendment or waiver must apply to all Company Warrants and (y) the
number of Warrant Shares subject to this Warrant, the Warrant Price and the
Expiration Date may not be amended, and the right to exercise this Warrant may
not be altered or waived, without the written consent of the
Warrantholder.


    
      
         


      

      
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    Section 22. Section
Headings.  The section headings in this Warrant are for the
convenience of the Company and the Warrantholder and in no way alter, modify,
amend, limit or restrict the provisions hereof.

     

     

     

     

     

     


    
      
         


      

      
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               IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of
the 25th day of July, 2008.

    


    
      	 
      	
              PROXIM
      WIRELESS CORPORATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

    


    



    
      
         


      

      
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    APPENDIX
A

    PROXIM
WIRELESS CORPORATION

    WARRANT
EXERCISE FORM

    


    To Proxim
Wireless Corporation:

    


    The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the within Warrant
(“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price
and surrender of the Warrant, _______________ shares of Common Stock (“Warrant
Shares”) provided for therein, and requests that certificates for the Warrant
Shares be issued as follows:

    


    
      	 
      	 
      	 
      
	 
      	
              Name

            	 
      
	 
      	 
      	 
      
	 
      	
              Address

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              Federal
      Tax ID or Social Security No.

            	 
      


    

    


    and delivered
by       (certified mail to the above address,
or

         (electronically
(provide DWAC Instructions:________________ ), or

                                                     
   (other (specify):
________________________________________).

    


    and, if
the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.

    


    


    Dated:
___________________, ____

    


    Note:  The
signature must correspond
with                                                                                                
           
Signature:______________________________

    


    
      	
              the
      name of the Warrantholder as written

            	 
      	 
      
	
              on
      the first page of the Warrant in every

            	 
      	 
      
	
              particular,
      without alteration or enlargement

            	 
      	
              Name
      (please print)

            
	
              or
      any change whatever, unless the Warrant

            	 
      	 
      
	
              has
      been assigned.

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Address

            
	 
      	 
      	 
      
	 
      	 
      	
              Federal
      Identification or

            
	 
      	 
      	
              Social
      Security No.

            


    

    


    



    
      
         


      

      
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                Assignee:

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      




    
      
         


      

      
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    APPENDIX
B

    PROXIM
WIRELESS CORPORATION

    NET ISSUE
ELECTION NOTICE

    


    


    To:
Proxim Wireless Corporation

    


    Date:[_________________________]

    


    


    The
undersigned hereby elects under Section 18 of this
Warrant to surrender the right to purchase [____________] shares of Common Stock
pursuant to this Warrant and hereby requests the issuance of [_____________]
shares of Common Stock.  The certificate(s) for the shares issuable
upon such net issue election shall be issued in the name of the undersigned or
as otherwise indicated below.

    


    


    


    
      	 
      	 
      
	
              Signature

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name
      for Registration

            	 
      
	 
      	 
      
	 
      	 
      
	
              Mailing
      Address

            	 
      


    

    


     

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