the laws of Bermuda ("Parent"), interWAVE Advanced
Communications, Inc., a Delaware corporation and a wholly owned subsidiary of
Parent ("Buyer"), and the undersigned shareholder and/or optionholder (the
"Shareholder") of Gbase Communications, a California corporation ("Seller").
RECITALS
A.
Seller, Buyer and Parent have entered into an Asset Purchase
Agreement of even date herewith (the "Purchase Agreement"), which contemplates
the acquisition (the "Acquisition") of the Purchased Assets (as defined in the
Purchase Agreement) in exchange for shares of Common Stock of Parent, as set
forth in the Purchase Agreement;
B.
Shareholder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
such number of shares of the outstanding capital stock of Seller and shares
subject to outstanding options and warrants as is indicated on the signature
page of this Agreement; and
C.
In order to induce Parent to execute the Purchase Agreement,
Shareholder agrees to vote the Shares (as defined below) and other such shares
of capital stock of Seller over which Shareholder has voting power so as to
facilitate consummation of the Acquisition.
The execution and delivery of this
Agreement and of the attached form of proxy is a material condition to Parent's
willingness to enter into the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1.
CERTAIN DEFINITIONS.
CAPITALIZED TERMS NOT DEFINED HEREIN SHALL
HAVE THE MEANINGS ASCRIBED TO THEM IN THE PURCHASE AGREEMENT.
FOR PURPOSES OF
THIS AGREEMENT:
1.1
"CLOSING DATE" SHALL MEAN THE EARLIER TO OCCUR OF (I) SUCH DATE
AND TIME AS THE PURCHASE AGREEMENT SHALL HAVE BEEN VALIDLY TERMINATED PURSUANT
TO ARTICLE IX THEREOF, OR (II) SUCH DATE AND TIME AS THE ACQUISITION SHALL BE
CONSUMMATED IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE PURCHASE
AGREEMENT.
1.2
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, LIMITED
LIABILITY COMPANY, JOINT VENTURE, ASSOCIATION, JOINT STOCK COMPANY, TRUST
(INCLUDING ANY BENEFICIARY
2
THEREOF), UNINCORPORATED ORGANIZATION OR GOVERNMENT OR ANY AGENCY OR POLITICAL
SUBDIVISION THEREOF.
1.3
"SHARES" SHALL MEAN: (I) ALL EQUITY SECURITIES OF SELLER
(INCLUDING ALL SHARES OF SELLER COMMON STOCK OR PREFERRED STOCK AND ALL OPTIONS,
WARRANTS AND OTHER RIGHTS TO ACQUIRE SHARES OF SELLER COMMON STOCK OR PREFERRED
STOCK) BENEFICIALLY OWNED BY SHAREHOLDER AS OF THE DATE OF THIS AGREEMENT; AND
(II) ALL ADDITIONAL EQUITY SECURITIES OF SELLER (INCLUDING ALL ADDITIONAL SHARES
OF SELLER COMMON STOCK OR PREFERRED STOCK AND ALL ADDITIONAL OPTIONS, WARRANTS
AND OTHER RIGHTS TO ACQUIRE SHARES OF SELLER COMMON STOCK OR PREFERRED STOCK) OF
WHICH SHAREHOLDER ACQUIRES BENEFICIAL OWNERSHIP DURING THE PERIOD FROM THE DATE
OF THIS AGREEMENT THROUGH THE CLOSING DATE.
1.4
A PERSON SHALL BE DEEMED TO HAVE EFFECTED A "TRANSFER" OF A
SECURITY IF SUCH PERSON DIRECTLY OR INDIRECTLY: (I) SELLS, PLEDGES, ENCUMBERS,
GRANTS AN OPTION WITH RESPECT TO, TRANSFERS OR DISPOSES OF SUCH SECURITY OR ANY
INTEREST IN