Exhibit 10.2
SUBSCRIPTION AGREEMENT
Proxim Corporation
935 Stewart Drive
Sunnyvale, CA 94085
The undersigned (the "Investor") hereby confirms its agreement with you as
follows:
1.
THIS SUBSCRIPTION AGREEMENT (THIS
"SUBSCRIPTION AGREEMENT") IS MADE AS OF THE DATE SET FORTH BELOW BETWEEN PROXIM
CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"), AND THE INVESTOR.
2.
THE COMPANY HAS AUTHORIZED THE SALE AND
ISSUANCE TO CERTAIN INVESTORS OF UP TO 9,000,000 SHARES (THE "SHARES") OF ITS
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE (THE "COMMON STOCK").
3.
THE COMPANY WILL ALSO ISSUE TO THE
INVESTOR A WARRANT TO PURCHASE COMMON STOCK IN THE FORM ATTACHED HERETO AS
EXHIBIT A (A "WARRANT" AND, COLLECTIVELY WITH THE WARRANTS ISSUED TO THE OTHER
INVESTORS, AS SUCH TERM IS DEFINED IN ANNEX I HERETO, THE "WARRANTS").
THE
WARRANTS WILL BE EXERCISABLE INTO SHARES OF COMMON STOCK (THE "WARRANT SHARES")
COMMENCING ON THE DATE THAT IS SIX (6) MONTHS FOLLOWING THE CLOSING DATE (AS
DEFINED IN THE TERMS AND CONDITIONS FOR PURCHASE OF SHARES) AND WILL EXPIRE ON
THE DATE THAT IS THE FIFTH (5TH) ANNIVERSARY OF THE CLOSING DATE.
THE WARRANT
WILL ENTITLE THE INVESTOR TO PURCHASE A NUMBER OF SHARES OF COMMON STOCK EQUAL
TO THE PRODUCT OF (X) THE NUMBER OF SHARES PURCHASED BY THE INVESTOR HEREUNDER
TIMES (Y) 0.50 AND HAVE AN EXERCISE PRICE EQUAL TO $2.35 (SUBJECT TO ADJUSTMENT
AS PROVIDED THEREIN).
4.
THE PURCHASE PRICE FOR THE SHARES AND
WARRANT BEING PURCHASED BY THE INVESTOR HEREUNDER SHALL BE $1.80 PER SHARE (THE
"PURCHASE PRICE").
5.
THE OFFERING AND SALE OF THE SHARES AND
WARRANTS (THE "OFFERING") ARE BEING MADE PURSUANT TO AN EFFECTIVE "SHELF"
REGISTRATION STATEMENT ON FORM S-3, FILE NO. 333-119975 (INCLUDING THE
PROSPECTUS CONTAINED THEREIN (THE "BASE PROSPECTUS"), THE "REGISTRATION
STATEMENT") FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE "COMMISSION").
PRIOR TO THE CONSUMMATION OF THE SALE OF THE SHARES AND
WARRANTS PURSUANT TO THE OFFERING, THE COMPANY WILL FILE A PROSPECTUS SUPPLEMENT
(THE "PROSPECTUS SUPPLEMENT") WITH THE COMMISSION CONTAINING CERTAIN
SUPPLEMENTAL INFORMATION REGARDING THE SHARES, THE WARRANTS AND THE TERMS OF THE
OFFERING AND WILL PROVIDE A COPY OF SUCH FILING TO THE INVESTOR PROMPTLY
FOLLOWING SUCH FILING.
THE BASE PROSPECTUS, AS AMENDED AND SUPPLEMENTED BY THE
PROSPECTUS SUPPLEMENT, IS REFERRED TO HEREIN AS THE "PROSPECTUS".
6.
THE COMPANY AND THE INVESTOR AGREE THAT
THE INVESTOR WILL PURCHASE FROM THE COMPANY, AND THE COMPANY WILL ISSUE AND SELL
TO THE INVESTOR, THE NUMBER OF SHARES SET FORTH BELOW AND A WARRANT FOR THE
AGGREGATE PURCHASE PRICE SET FORTH BELOW.
THE SHARES AND THE WARRANTS SHALL BE
PURCHASED PURSUANT TO THE TERMS AND CONDITIONS FOR PURCHASE OF SHARES AND
WARRANTS ATTACHED HERETO AS ANNEX I AND INCORPORATED HEREIN BY REFERENCE AS
THOUGH FULLY SET FORTH HEREIN (THE "TERMS AND CONDITIONS").
UNLESS OTHERWISE
REQUESTED BY THE INVESTOR AND AGREED TO BY THE
Company, the Shares purchased by the Investor will be delivered by electronic
book-entry, registered in the Investor's name as set forth below, and will