be
released by Equiserve, Inc., the Company's transfer agent (the "Transfer
Agent"), to the Investor at the Closing in accordance with the Terms and
Conditions.
7.
THE INVESTOR REPRESENTS THAT, EXCEPT AS
SET FORTH BELOW, (A) IT HAS HAD NO POSITION, OFFICE OR OTHER MATERIAL
RELATIONSHIP WITHIN THE PAST THREE YEARS WITH THE COMPANY OR ITS AFFILIATES AND
(B) IT HAS NO DIRECT OR INDIRECT AFFILIATION OR ASSOCIATION WITH ANY NASD
MEMBER.
EXCEPTIONS:
(If no exceptions, write "none." If left blank, response will be deemed to be
"none.")
[SIGNATURE PAGE FOLLOWS]
2
Number of Shares:
Aggregate Purchase Price: $
Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.
Dated as of: February 7, 2005
[INVESTOR]
By:
By:
Name:
Title:
ADDRESS:
With a copy to:
Agreed and Accepted
this 7th day of February, 2005:
PROXIM CORPORATION
By:
Name:
Michael Angel
Title:
Chief Financial Officer
3
ANNEX I
TERMS AND CONDITIONS FOR PURCHASE OF SHARES AND WARRANTS
1.
AUTHORIZATION AND SALE OF THE
SECURITIES.
ON THE TERMS AND SUBJECT TO THE CONDITIONS CONTAINED IN THESE TERMS
AND CONDITIONS AND IN THE SUBSCRIPTION AGREEMENT TO WHICH THESE TERMS AND
CONDITIONS ARE ATTACHED (THE "SUBSCRIPTION AGREEMENT" AND, TOGETHER WITH THESE
TERMS AND CONDITIONS, THIS "AGREEMENT"), THE COMPANY HAS AUTHORIZED THE SALE OF
THE SHARES AND THE WARRANTS AND THE ISSUANCE OF THE WARRANT SHARES.
THE SHARES,
THE WARRANTS AND THE WARRANT SHARES ARE COLLECTIVELY REFERRED TO HEREIN AS THE
"SECURITIES".
2.
AGREEMENT TO SELL AND PURCHASE THE
SHARES AND WARRANTS; PLACEMENT AGENT.
2.1.
PURCHASE AND SALE.
AT THE CLOSING (AS DEFINED
IN SECTION 3.1), THE COMPANY WILL SELL TO THE INVESTOR, AND THE INVESTOR WILL
PURCHASE FROM THE COMPANY, UPON THE TERMS AND CONDITIONS CONTAINED IN THIS
AGREEMENT, THE NUMBER OF SHARES SET FORTH ON THE SIGNATURE PAGE TO THE
SUBSCRIPTION AGREEMENT (THE "SIGNATURE PAGE") FOR THE AGGREGATE PURCHASE PRICE
THEREFOR SET FORTH ON THE SIGNATURE PAGE, AND THE COMPANY WILL ISSUE THE SHARES
AND A WARRANT TO THE INVESTOR.
2.2.
OTHER INVESTORS.
THE COMPANY PROPOSES TO ENTER
INTO THIS SAME FORM OF SUBSCRIPTION AGREEMENT WITH CERTAIN OTHER INVESTORS (THE
"OTHER INVESTORS") AND EXPECTS TO COMPLETE SALES OF SHARES AND WARRANTS TO
THEM.
THE INVESTOR AND THE OTHER INVESTORS ARE HEREINAFTER SOMETIMES
COLLECTIVELY REFERRED TO AS THE "INVESTORS".
2.3.
PLACEMENT AGENT.
THE INVESTOR ACKNOWLEDGES THAT
THE COMPANY INTENDS TO PAY EAST PEAK ADVISORS L.L.C. (THE "PLACEMENT AGENT")
FEES IN RESPECT OF THE SALE OF SHARES AND WARRANTS TO THE INVESTORS.
2.4.
PLACEMENT AGENT AGREEMENT.
THE COMPANY HAS
ENTERED INTO A FINANCIAL ADVISOR AGREEMENT (THE "PLACEMENT AGENT AGREEMENT")
WITH THE PLACEMENT AGENT. THE COMPANY HEREBY AGREES THAT THE INVESTOR MAY RELY
ON THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE COMPANY AS
IF THE SAME WERE SET FORTH IN FULL HEREIN. A COPY OF THE PLACEMENT AGENT
AGREEMENT AS EXECUTED BY THE COMPANY AND THE PLACEMENT AGENT HAS HERETOFORE BEEN
DELIVERED TO THE INVESTOR.
3.
CLOSING AND DELIVERY OF THE