with
regard to the subject matter hereof and thereof, superseding all prior
agreements or understandings, whether written or oral, between or among the
parties.
Except as expressly provided herein, neither this Agreement nor any
term hereof may be amended except pursuant to a written instrument executed by
the Company and the Investor, and no provision hereof may be waived other than
by a written instrument signed by the party against whom enforcement of any such
waiver is sought.
Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
13.
HEADINGS.
THE HEADINGS OF THE VARIOUS
SECTIONS OF THIS AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY
AND WILL NOT BE DEEMED TO BE PART OF THIS AGREEMENT.
14.
SEVERABILITY.
IN CASE ANY PROVISION CONTAINED
IN THIS AGREEMENT SHOULD BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT,
THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED
HEREIN WILL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
15.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.
EACH
PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS SITTING IN THE CITY AND COUNTY OF NEW YORK FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION
CONTEMPLATED HEREBY AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN
ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER.
EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE
OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR
NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING CONTAINED
HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY
MANNER PERMITTED BY LAW.
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN TWO OR MORE COUNTERPARTS, EACH OF WHICH WILL CONSTITUTE AN ORIGINAL, BUT ALL
OF WHICH, WHEN TAKEN TOGETHER, WILL CONSTITUTE BUT ONE INSTRUMENT, AND WILL
BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY
HERETO AND DELIVERED TO THE OTHER PARTIES.
22
EXHIBIT B
PROXIM CORPORATION
INVESTOR QUESTIONNAIRE
Pursuant to Section 3 of the Agreement, please provide the following
information:
1.
The exact name that your Shares and Warrants are to be registered in. You may
use a nominee name if appropriate:
2.
The relationship between the Investor and the registered holder listed in
response to item 1 above:
3.
The mailing address of the registered holder listed in