Common use of Assignment; Right of First Refusal Clause in Contracts

Assignment; Right of First Refusal. 20.1 Each Party agrees not to assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, without the other Party's prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, Airspan may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of its affiliates. Airspan may also assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any purchaser of the FWA Business without the Axtel's prior written consent; provided that: (i) Airspan shall provide to Axtel the soliciting or offering material used in connection with any contemplated sale of the FWA Business (the "FWA Information") at the same time any such FWA Information is provided to any third party potential purchaser (the "Potential Purchasers"), subject to execution by the Parties of a non-disclosure agreement in a form and substance reasonably satisfactory to Airspan, but no less restrictive on Axtel than the non-disclosure agreement executed with the Potential Purchasers; and provided, however, that Airspan may not offer, solicit interest in or sell the FWA Business to any company which is a direct competitor of Axtel or does not have the necessary resources (human and/or technical), at Airspan' reasonable judgment, to manufacture the Products and/or to provide the technical support required by Axtel, including without limitation, Telefonos de Mexico, S.A. de C.V. or any of its affiliates (the "Restricted Companies"); (ii) Airspan hereby grants to Axtel a right of first refusal ("RFR") with respect to any offer received by Airspan from any third party which Airspan proposes to accept (including any revised offers), allowing Axtel to purchase the FWA Business on terms not less favorable than such offer, subject to Axtel having made, within forty five (45) days after Airspan shall have delivered written notice to Axtel of such offer or revised offer (the "Vendor's Notice"), a single deposit for the amount equal to five (5) percent of the amount of the third party offer (the "Deposit") into an interest bearing escrow account. Once Airspan has received the Deposit, Axtel shall have the right to perform a due diligence investigation of the FWA Business, and Airspan shall be obligated to promptly provide all the information and access that Axtel reasonably requires for the evaluation of the FWA Business; and (iii) in the event of any such sale to a purchaser other than Axtel, such new vendor shall assume all of Airspan's obligations under this Agreement. 20.2 If Axtel exercises its RFR, Airspan and Axtel shall have ninety (90) days from payment of the Deposit to negotiate in good faith and enter into a purchase agreement pursuant to which Airspan will sell the FWA Business to Axtel, unless a longer period of time is stated in the offer received from the Potential Purchaser, in which case such longer period shall prevail (the "Offer Period"). If the Parties have entered into such an agreement by the end of the Offer Period, the Deposit shall be credited towards the purchase price of the FWA Business. If the Parties have not entered into such an agreement by the end of the Offer Period, Axtel shall forfeit in favor of Airspan the Deposit, and Airspan shall have the right to sell the FWA Business to any Potential Purchaser other than a Restricted Company, subject to the terms and conditions of Section 20.3 below; provided, however, that if the terms of the proposed sale are more favorable to such Potential Purchaser than the best offer (from Airspan' perspective) presented by Axtel to Airspan during the Offer Period, then the RFR shall again apply to such sale, but Axtel shall not be obligated to provide any additional Deposit. 20.3 If Axtel shall decline in any instance to exercise its RFR or the Parties fail to enter into the purchase agreement as described in Section 20.2, Airspan shall have the right for a period of one year from the date of such declination or failure, to sell the FWA Business to a Potential Purchaser (except if such Potential Purchaser is a Restricted Company) without prior notice to Axtel, on terms which are not more beneficial to such Potential Purchaser than those set forth in Vendor's Notice. If the foregoing conditions are not met, the RFR shall again apply to such sale; provided, however, that the 90-day term provided in Section 20.2 above shall be reduced to forty five (45) days and Axtel shall not be obligated to provide any additional Deposit.

Assignment; Right of First Refusal. 20.1 Each Party agrees not to assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, without the other Party's prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, Airspan may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of its affiliates. Airspan may also assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any purchaser of the FWA Business without the Axtel's prior written consent; provided that: (i) Airspan shall provide to Axtel the soliciting or offering material used in connection with any contemplated sale of the FWA Business (the "FWA Information") at the same time any such FWA Information is provided to any third party potential purchaser (the "Potential Purchasers"), subject to execution by the Parties of a non-disclosure agreement in a form and substance reasonably satisfactory to Airspan, but no less restrictive on Axtel than the non-disclosure agreement executed with the Potential Purchasers; and provided, however, that Airspan may not offer, solicit interest in or sell the FWA Business to any company which is a direct competitor of Axtel or does not have the necessary resources (human and/or technical), at Airspan' reasonable judgment, to manufacture the Products and/or to provide the technical support Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- required by Axtel, including without limitation, Telefonos de Mexico, S.A. de C.V. or any of its affiliates (the "Restricted Companies"); (ii) Airspan hereby grants to Axtel a right of first refusal ("RFR") with respect to any offer received by Airspan from any third party which Airspan proposes to accept (including any revised offers), allowing Axtel to purchase the FWA Business on terms not less favorable than such offer, subject to Axtel having made, within forty five (45) days after Airspan shall have delivered written notice to Axtel of such offer or revised offer (the "Vendor's Notice"), a single deposit for the amount equal to five (5) percent [ * ] of the amount of the third party offer (the "Deposit") into an interest bearing escrow account. Once Airspan has received the Deposit, Axtel shall have the right to perform a due diligence investigation of the FWA Business, and Airspan shall be obligated to promptly provide all the information and access that Axtel reasonably requires for the evaluation of the FWA Business; and (iii) in the event of any such sale to a purchaser other than Axtel, such new vendor shall assume all of Airspan's obligations under this Agreement. 20.2 If Axtel exercises its RFR, Airspan and Axtel shall have ninety (90) days from payment of the Deposit to negotiate in good faith and enter into a purchase agreement pursuant to which Airspan will sell the FWA Business to Axtel, unless a longer period of time is stated in the offer received from the Potential Purchaser, in which case such longer period shall prevail (the "Offer Period"). If the Parties have entered into such an agreement by the end of the Offer Period, the Deposit shall be credited towards the purchase price of the FWA Business. If the Parties have not entered into such an agreement by the end of the Offer Period, Axtel shall forfeit in favor of Airspan the Deposit, and Airspan shall have the right to sell the FWA Business to any Potential Purchaser other than a Restricted Company, subject to the terms and conditions of Section 20.3 below; provided, however, that if the terms of the proposed sale are more favorable to such Potential Purchaser than the best offer (from Airspan' perspective) presented by Axtel to Airspan during the Offer Period, then the RFR shall again apply to such sale, but Axtel shall not be obligated to provide any additional Deposit. 20.3 If Axtel shall decline in any instance to exercise its RFR or the Parties fail to enter into the purchase agreement as described in Section 20.2, Airspan shall have the right for a period of one year from the date of such declination or failure, to sell the FWA Business to a Potential Purchaser (except if such Potential Purchaser is a Restricted Company) without prior notice to Axtel, on terms which are not more beneficial to such Potential Purchaser than those set forth in Vendor's Notice. If the foregoing conditions are not met, the RFR shall again apply to such sale; provided, however, that the 90-day term provided in Section 20.2 above shall be reduced to forty five (45) days and Axtel shall not be obligated to provide any additional Deposit.

Assignment; Right of First Refusal. 20.1 Each Party agrees a Tenant may not assign this Agreement and Lease or sublet the Demised Premises to any other person, partnership or corporation without written consent of Landlord, which consent shall not be unreasonably withheld. b In the event Landlord exercises its right to assign or otherwise transfer this Agreement or its rights under itand Lease, or delegate its obligations, without the other Party's prior written consent, and any attempt pursuant to do so is void. Notwithstanding the foregoing, Airspan may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of its affiliates. Airspan may also assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any purchaser a conveyance of the FWA Business without Demised Premises, Landlord shall give Tenant the Axtel's prior written consent; provided that: (i) Airspan shall provide to Axtel privilege of purchasing the soliciting or offering material used in connection with any contemplated sale of the FWA Business (the "FWA Information") Demised Premises at the same time any such FWA Information is provided purchase price and on the other terms of the offer to any third party potential purchaser (the "Potential Purchasers"), subject to execution purchase made by the Parties of proposed assignee, provided Tenant is not in default hereunder at such time. This privilege shall be given by a non-disclosure agreement in a form and substance reasonably satisfactory notice sent to AirspanTenant at the Demised Premises by certified mail, but no less restrictive on Axtel than the non-disclosure agreement executed with the Potential Purchasers; and providedfax transmission or hand delivery, however, that Airspan may not offer, solicit interest in or sell the FWA Business to any company which is a direct competitor of Axtel or does not have the necessary resources (human and/or technical), at Airspan' reasonable judgment, to manufacture the Products and/or to provide the technical support required by Axtel, including without limitation, Telefonos de Mexico, S.A. de C.V. or any of its affiliates (the "Restricted Companies"); (ii) Airspan hereby grants to Axtel a right of first refusal ("RFR") with respect to any offer received by Airspan from any third party which Airspan proposes requiring Tenant to accept the offer in writing and to sign a contract within the period of thirty (including any revised offers), allowing Axtel 30) days after the mailing or receipt of such notice to purchase the FWA Business on terms Demised Premises upon such terms. The failure of Tenant to accept the offer to purchase or to sign a contract within the period provided shall not less favorable than such offeraffect this Agreement and Lease, subject except to Axtel having made, within forty five (45) days after Airspan shall have delivered written notice to Axtel nullify and void the aforesaid privilege of such offer or revised offer (the "Vendor's Notice"), a single deposit for the amount equal to five (5) percent of the amount of the third party offer (the "Deposit") into an interest bearing escrow account. Once Airspan has received the Deposit, Axtel shall have the right to perform a due diligence investigation of the FWA BusinessTenant, and Airspan Landlord shall be obligated at liberty to promptly provide all sell the information and access Demised Premises to any such proposed assignee thereafter. Provided, that Axtel reasonably requires for the evaluation of the FWA Business; and (iii) in the event that Tenant does not exercise such right, but the transaction with such proposed assignee does not thereafter occur, then Tenant’s privilege and right as herein described shall remain in effect for any and all subsequent proposed assignments in accordance with the aforesaid terms and conditions. Further provided, that the aforesaid right of Tenant shall not apply to any such sale assignment of this Agreement and Lease or conveyance of the Demised Premises to a purchaser party or parties related to or affiliated with Landlord, or related to or affiliated with Landlord’s members, including, but not limited to Belpre I, LLC, Belpre II, LLC, Belpre III, LLC, Belpre IV, LLC, Belpre V, LLC or other than Axtelsimilarly organized entity, but further provided that such new vendor related party or parties shall assume all of Airspan's obligations under this Agreement. 20.2 If Axtel exercises its RFR, Airspan and Axtel shall have ninety (90) days from payment of the Deposit to negotiate in good faith and enter into a purchase agreement pursuant to which Airspan will sell the FWA Business to Axtel, unless a longer period of time is stated in the offer received from the Potential Purchaser, in which case accept such longer period shall prevail (the "Offer Period"). If the Parties have entered into such an agreement by the end of the Offer Period, the Deposit shall be credited towards the purchase price of the FWA Business. If the Parties have not entered into such an agreement by the end of the Offer Period, Axtel shall forfeit in favor of Airspan the Deposit, and Airspan shall have the right to sell the FWA Business to any Potential Purchaser other than a Restricted Company, assignment and/or conveyance subject to the this Agreement and Lease and its terms and conditions of conditions, including this Section 20.3 below; provided, however, 15 and Tenant’s aforesaid right. Further provided that if the terms of the proposed sale are more favorable to such Potential Purchaser than the best offer (from Airspan' perspective) presented by Axtel to Airspan during the Offer Period, then the RFR this Section 15 shall again not apply to such sale, but Axtel shall not be obligated to provide any additional Deposit. 20.3 If Axtel shall decline in any instance to exercise its RFR or the Parties fail to enter into the purchase agreement as described in Section 20.2, Airspan shall have the right for a period collateral assignment of one year from the date of such declination or failure, to sell the FWA Business this Agreement and Lease to a Potential Purchaser (except if lender or lenders of Landlord or any such Potential Purchaser is a Restricted Company) without prior notice to Axtel, on terms which are not more beneficial to such Potential Purchaser than those set forth in Vendor's Notice. If the foregoing conditions are not met, the RFR shall again apply to such sale; provided, however, that the 90-day term provided in Section 20.2 above shall be reduced to forty five (45) days and Axtel shall not be obligated to provide any additional Depositrelated party or parties.

Assignment; Right of First Refusal. 20.1 Each Party agrees not to assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, without the other Party's ’s prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, Airspan Nortel Networks may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of its affiliates. Airspan Nortel Networks may also assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any purchaser of the FWA Business without the Axtel's Customer’s prior written consent; provided that: (i) Airspan Nortel Networks shall provide to Axtel Customer the soliciting or offering material used in connection with any contemplated sale of the FWA Business (the "“FWA Information"”) at the same time any such FWA Information is provided to any third party potential purchaser (the "“Potential Purchasers"”), subject to execution by the Parties of a non-disclosure agreement in a form and substance reasonably satisfactory to AirspanNortel Networks, but no less restrictive on Axtel Customer than the non-disclosure agreement executed with the Potential Purchasers; and provided, however, that Airspan Nortel Networks may not offer, solicit interest in or sell the FWA Business to any company which is a direct competitor of Axtel Customer or does not have the necessary resources (human and/or technical), at Airspan' Nortel Networks’ reasonable judgment, to manufacture the Products and/or to provide the technical support required by AxtelCustomer, including without limitation, Telefonos Teléfonos de MexicoMéxico, S.A. de C.V. or any of its affiliates (the "“Restricted Companies"”); (ii) Airspan Nortel Networks hereby grants to Axtel Customer a right of first refusal ("“RFR"”) with respect to any offer received by Airspan Nortel Networks from any third party which Airspan Nortel Networks proposes to accept (including any revised offers), allowing Axtel Customer to purchase the FWA Business on terms not less favorable than such offer, subject to Axtel Customer having made, within forty five fourteen (4514) days after Airspan Nortel Networks shall have delivered written notice to Axtel Customer of such offer or revised offer (the "“Vendor's ’s Notice"”), a single deposit for the amount equal to five (5) percent of the amount of the third party offer [*] (the "“Deposit"”) into an interest bearing escrow account. Once Airspan Nortel Networks has received the Deposit, Axtel Customer shall have the right to perform a due diligence investigation of the FWA Business, and Airspan Nortel Networks shall be obligated to promptly provide all the information and access that Axtel Customer reasonably requires for the evaluation of the FWA Business; and (iii) in the event of any such sale to a purchaser other than AxtelCustomer, such new vendor shall assume all of Airspan's Nortel Networks’ obligations under this Agreement. 20.2 If Axtel Customer exercises its RFR, Airspan Nortel Networks and Axtel Customer shall have ninety sixty (9060) days from payment of the Deposit to negotiate in good faith and enter into a purchase agreement pursuant to which Airspan Nortel Networks will sell the FWA Business to AxtelCustomer, unless a longer period of time is stated in the offer received from the Potential Purchaser, in which case such longer period shall prevail (the "“Offer Period"”). If the Parties have entered into such an agreement by the end of the Offer Period, the Deposit shall be credited towards the purchase price of the FWA Business. If the Parties have not entered into such an agreement by the end of the Offer Period, Axtel Customer shall forfeit in favor of Airspan Nortel Networks the Deposit, and Airspan Nortel Networks shall have the right to sell the FWA Business to any Potential Purchaser other than a Restricted Company, subject to the terms and conditions of Section 20.3 below; provided, however, that if the terms of the proposed sale are more favorable to such Potential Purchaser than the best offer (from Airspan' Nortel Networks’ perspective) presented by Axtel Customer to Airspan Nortel Networks during the Offer Period, then the RFR shall again apply to such sale, but Axtel Customer shall not be obligated to provide any additional Deposit. 20.3 If Axtel Customer shall decline in any instance to exercise its RFR or the Parties fail to enter into the purchase agreement as described in Section 20.2, Airspan Nortel Networks shall have the right for a period of one year from the date of such declination or failure, to sell the FWA Business to a Potential Purchaser (except if such Potential Purchaser is a Restricted Company) without prior notice to AxtelCustomer, on terms which are not more beneficial to such Potential Purchaser than those set forth in Vendor's ’s Notice. If the foregoing conditions are not met, the RFR shall again apply to such sale; provided, however, that the 9060-day term provided in Section 20.2 above shall be reduced to forty five thirty (4530) days and Axtel Customer shall not be obligated to provide any additional Deposit. The Parties hereto have executed this Purchase and License Agreement for FWA Equipment as of February 14, 2003 and it shall become effective on the Closing Date. By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Attorney-in-Fact By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Attorney-in-Fact [*] Certain information on this Annex has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Assignment; Right of First Refusal. 20.1 Each Party agrees not to assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, without the other Party's ’s prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, Airspan Nortel Networks may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of its affiliates. Airspan Nortel Networks may also assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any purchaser of the FWA Business without the Axtel's Customer’s prior written consent; provided that: (i) Airspan Nortel Networks shall provide to Axtel Customer the soliciting or offering material used in connection with any contemplated sale of the FWA Business (the "“FWA Information"”) at the same time any such FWA Information is provided to any third party potential purchaser (the "“Potential Purchasers"”), subject to execution by the Parties of a non-disclosure agreement in a form and substance reasonably satisfactory to AirspanNortel Networks, but no less restrictive on Axtel Customer than the non-disclosure agreement executed with the Potential Purchasers; and provided, however, that Airspan Nortel Networks may not offer, solicit interest in or sell the FWA Business to any company which is a direct competitor of Axtel Customer or does not have the necessary resources (human and/or technical), at Airspan' Nortel Networks’ reasonable judgment, to manufacture the Products and/or to provide the technical support required by AxtelCustomer, including without limitation, Telefonos Teléfonos de MexicoMéxico, S.A. de C.V. or any of its affiliates (the "“Restricted Companies"”); (ii) Airspan Nortel Networks hereby grants to Axtel Customer a right of first refusal ("“RFR"”) with respect to any offer received by Airspan Nortel Networks from any third party which Airspan Nortel Networks proposes to accept (including any revised offers), allowing Axtel Customer to purchase the FWA Business on terms not less favorable than such offer, subject to Axtel Customer having made, within forty five fourteen (4514) days after Airspan Nortel Networks shall have delivered written notice to Axtel Customer of such offer or revised offer (the "“Vendor's ’s Notice"”), a single deposit for the amount equal to of US$4,500,000.00 (four million five (5hundred thousand United States dollars) percent of the amount of the third party offer (the "“Deposit"”) into an interest bearing escrow account. Once Airspan Nortel Networks has received the Deposit, Axtel Customer shall have the right to perform a due diligence investigation of the FWA Business, and Airspan Nortel Networks shall be obligated to promptly provide all the information and access that Axtel Customer reasonably requires for the evaluation of the FWA Business; and (iii) in the event of any such sale to a purchaser other than AxtelCustomer, such new vendor shall assume all of Airspan's Nortel Networks’ obligations under this Agreement. 20.2 If Axtel Customer exercises its RFR, Airspan Nortel Networks and Axtel Customer shall have ninety sixty (9060) days from payment of the Deposit to negotiate in good faith and enter into a purchase agreement pursuant to which Airspan Nortel Networks will sell the FWA Business to AxtelCustomer, unless a longer period of time is stated in the offer received from the Potential Purchaser, in which case such longer period shall prevail (the "“Offer Period"”). If the Parties have entered into such an Purchase and License Agreement for FWA Equipment agreement by the end of the Offer Period, the Deposit shall be credited towards the purchase price of the FWA Business. If the Parties have not entered into such an agreement by the end of the Offer Period, Axtel Customer shall forfeit in favor of Airspan Nortel Networks the Deposit, and Airspan Nortel Networks shall have the right to sell the FWA Business to any Potential Purchaser other than a Restricted Company, subject to the terms and conditions of Section 20.3 below; provided, however, that if the terms of the proposed sale are more favorable to such Potential Purchaser than the best offer (from Airspan' Nortel Networks’ perspective) presented by Axtel Customer to Airspan Nortel Networks during the Offer Period, then the RFR shall again apply to such sale, but Axtel Customer shall not be obligated to provide any additional Deposit. 20.3 If Axtel Customer shall decline in any instance to exercise its RFR or the Parties fail to enter into the purchase agreement as described in Section 20.2, Airspan Nortel Networks shall have the right for a period of one year from the date of such declination or failure, to sell the FWA Business to a Potential Purchaser (except if such Potential Purchaser is a Restricted Company) without prior notice to AxtelCustomer, on terms which are not more beneficial to such Potential Purchaser than those set forth in Vendor's ’s Notice. If the foregoing conditions are not met, the RFR shall again apply to such sale; provided, however, that the 9060-day term provided in Section 20.2 above shall be reduced to forty five thirty (4530) days and Axtel Customer shall not be obligated to provide any additional Deposit.. The Parties hereto have executed this Purchase and License Agreement for FWA Equipment as of February 14, 2003 and it shall become effective on the Closing Date. By: Name: Title: By: Name: Title: Attorney-in-Fact By: Name: Title: Attorney-in-Fact INITIAL ORDER AXtel SUPPLIER: 100515 NORTEL NETWORKS LIMITED 0000 XXXXX XXXX SUITE 100 L6T 5P6 BRAMTON Contact: XXXXX XXXXXX Purchase Order / Date 4500046564 / MAR/18/03 Buyer: Xxxxxx Xxxxxxx Phone: 52+ (0) 000.00.00 NOTE: Please include PO number in invoice DELIVERY DATE: MAR/15/04

Assignment; Right of First Refusal. 20.1 Each Party agrees not to assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, without the other Party's prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, Airspan Nortel Networks may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of its affiliates. Airspan Nortel Networks may also assign or otherwise transfer this Agreement or its rights under it, or Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- delegate its obligations, to any purchaser of the FWA Business without the AxtelCustomer's prior written consent; provided that: (i) Airspan Nortel Networks shall provide to Axtel Customer the soliciting or offering material used in connection with any contemplated sale of the FWA Business (the "FWA Information") at the same time any such FWA Information is provided to any third party potential purchaser (the "Potential Purchasers"), subject to execution by the Parties of a non-disclosure agreement in a form and substance reasonably satisfactory to AirspanNortel Networks, but no less restrictive on Axtel Customer than the non-disclosure agreement executed with the Potential Purchasers; and provided, however, that Airspan Nortel Networks may not offer, solicit interest in or sell the FWA Business to any company which is a direct competitor of Axtel Customer or does not have the necessary resources (human and/or technical), at AirspanNortel Networks' reasonable judgment, to manufacture the Products and/or to provide the technical support required by AxtelCustomer, including without limitation, Telefonos de Mexico, S.A. de C.V. or any of its affiliates (the "Restricted Companies"); (ii) Airspan Nortel Networks hereby grants to Axtel Customer a right of first refusal ("RFR") with respect to any offer received by Airspan Nortel Networks from any third party which Airspan Nortel Networks proposes to accept (including any revised offers), allowing Axtel Customer to purchase the FWA Business on terms not less favorable than such offer, subject to Axtel Customer having made, within forty five fourteen (4514) days after Airspan Nortel Networks shall have delivered written notice to Axtel Customer of such offer or revised offer (the "Vendor's Notice"), a single deposit for the amount equal to of US$4,500,000.00 (four million five (5hundred thousand United States dollars) percent of the amount of the third party offer (the "Deposit") into an interest bearing escrow account. Once Airspan Nortel Networks has received the Deposit, Axtel Customer shall have the right to perform a due diligence investigation of the FWA Business, and Airspan Nortel Networks shall be obligated to promptly provide all the information and access that Axtel Customer reasonably requires for the evaluation of the FWA Business; and (iii) in the event of any such sale to a purchaser other than AxtelCustomer, such new vendor shall assume all of Airspan's Nortel Networks' obligations under this Agreement. 20.2 If Axtel Customer exercises its RFR, Airspan Nortel Networks and Axtel Customer shall have ninety sixty (9060) days from payment of the Deposit to negotiate in good faith and enter into a purchase agreement pursuant to which Airspan Nortel Networks will sell the FWA Business to AxtelCustomer, unless a longer period of time is stated in the offer received from the Potential Purchaser, in which case such longer period shall prevail (the "Offer Period"). If the Parties have entered into such an agreement by the end of the Offer Period, the Deposit shall be credited towards the purchase price of the FWA Business. If the Parties have not entered into such an agreement by the end of the Offer Period, Axtel Customer shall forfeit in favor of Airspan Nortel Networks the Deposit, and Airspan Nortel Networks shall have the right to sell the FWA Business to any Potential Purchaser other than a Restricted Company, subject to the terms and conditions of Section 20.3 below; provided, however, that if the terms of the proposed sale are more favorable to such Potential Purchaser than the best offer (from AirspanNortel Networks' perspective) presented by Axtel Customer to Airspan Nortel Networks during the Offer Period, then the RFR shall again apply to such sale, but Axtel Customer shall not be obligated to provide any additional Deposit. 20.3 If Axtel Customer shall decline in any instance to exercise its RFR or the Parties fail to enter into the purchase agreement as described in Section 20.2, Airspan Nortel Networks shall have the right for a period of one year from the date of such declination or failure, to sell the FWA Business to a Potential Purchaser (except if such Potential Purchaser is a Restricted Company) without prior notice to AxtelCustomer, on terms which are not more beneficial to such Potential Purchaser than those set forth in Vendor's Notice. If the foregoing conditions are not met, the RFR shall again apply to such sale; provided, however, that the 9060-day term provided in Section 20.2 above shall be reduced to forty five thirty (4530) days and Axtel Customer shall not be obligated to provide any additional Deposit.. Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- The Parties hereto have executed this Purchase and License Agreement for FWA Equipment as of February 14, 2003 and it shall become effective on the Closing Date. AXTEL, S.A. DE C.V. By: /S/ Xxxxxxx xx Xxxxxxxxxx ------------------------- Name: Xxxxxxx xx Xxxxxxxxxx Title: Legal Representative NORTEL NETWORKS LIMITED By: /S/ Xxxxxxx Xxxxxx-Xxxxxxxx --------------------------- Name: Xxxxxxx Xxxxxx-Xxxxxxxx Title: Attorney-in-Fact NORTEL NETWORKS DE MEXICO, S.A. DE C.V. By: /S/ Xxxxxxx Xxxxxx-Xxxxxxxx --------------------------- Name: Xxxxxxx Xxxxxx-Xxxxxxxx Title: Attorney-in-Fact Annex A [AXTEL LOGO] Purchase Order Foreign Suppliers Purchase Order/Date 4500046564/MAR/18/03 Buyer: Xxxxxxxx Xxxxxxx Xxxxx Phone: (00)00-0000-0000 xxx. Fax: (52) 81-8114-1919 ext. 1769 SUPPLIER : 100515 email: xxxxxxxx@xxxxx.xxx.xx NORTEL NETWORKS LIMITED 0000 XXXXX XXXX SUITE 100 NOTE: please include PO number in invoice L6T 5P6 BRAMPTON Contact: XXXXX XXXXXX

Assignment; Right of First Refusal. 20.1 Each Party agrees not to assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, without the other Party's ’s prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, Airspan may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of its affiliates. Airspan may also assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any purchaser of the FWA Business without the Axtel's ’s prior written consent; provided that:: Purchase and License Agreement for FWA Equipment (i) Airspan shall provide to Axtel the soliciting or offering material used in connection with any contemplated sale of the FWA Business (the "“FWA Information"”) at the same time any such FWA Information is provided to any third party potential purchaser (the "“Potential Purchasers"”), subject to execution by the Parties of a non-disclosure agreement in a form and substance reasonably satisfactory to Airspan, but no less restrictive on Axtel than the non-disclosure agreement executed with the Potential Purchasers; and provided, however, that Airspan may not offer, solicit interest in or sell the FWA Business to any company which is a direct competitor of Axtel or does not have the necessary resources (human and/or technical), at Airspan' ’ reasonable judgment, to manufacture the Products and/or to provide the technical support required by Axtel, including without limitation, Telefonos Teléfonos de MexicoMéxico, S.A. de C.V. or any of its affiliates (the "“Restricted Companies"”); (ii) Airspan hereby grants to Axtel a right of first refusal ("“RFR"”) with respect to any offer received by Airspan from any third party which Airspan proposes to accept (including any revised offers), allowing Axtel to purchase the FWA Business on terms not less favorable than such offer, subject to Axtel having made, within forty five (45) days after Airspan shall have delivered written notice to Axtel of such offer or revised offer (the "“Vendor's ’s Notice"”), a single deposit for the amount equal to five (5) percent of the amount of the third party offer (the "“Deposit"”) into an interest bearing escrow account. Once Airspan has received the Deposit, Axtel shall have the right to perform a due diligence investigation of the FWA Business, and Airspan shall be obligated to promptly provide all the information and access that Axtel reasonably requires for the evaluation of the FWA Business; and (iii) in the event of any such sale to a purchaser other than Axtel, such new vendor shall assume all of Airspan's ’s obligations under this Agreement. 20.2 If Axtel exercises its RFR, Airspan and Axtel shall have ninety (90) days from payment of the Deposit to negotiate in good faith and enter into a purchase agreement pursuant to which Airspan will sell the FWA Business to Axtel, unless a longer period of time is stated in the offer received from the Potential Purchaser, in which case such longer period shall prevail (the "“Offer Period"”). If the Parties have entered into such an agreement by the end of the Offer Period, the Deposit shall be credited towards the purchase price of the FWA Business. If the Parties have not entered into such an agreement by the end of the Offer Period, Axtel shall forfeit in favor of Airspan the Deposit, and Airspan shall have the right to sell the FWA Business to any Potential Purchaser other than a Restricted Company, subject to the terms and conditions of Section 20.3 below; provided, however, that if the terms of the proposed sale are more favorable to such Potential Purchaser than the best offer (from Airspan' ’ perspective) presented by Axtel to Airspan during the Offer Period, then the RFR shall again apply to such sale, but Axtel shall not be obligated to provide any additional Deposit. 20.3 If Axtel shall decline in any instance to exercise its RFR or the Parties fail to enter into the purchase agreement as described in Section 20.2, Airspan shall have the right for a period of one year from the date of such declination or failure, to sell the FWA Business to a Potential Purchaser (except if such Potential Purchaser is a Restricted Company) without prior notice to Axtel, on terms which are not more beneficial to such Potential Purchaser than those set forth in Vendor's ’s Notice. If the foregoing conditions are not met, the RFR shall again apply to such sale; provided, however, that the 90-day term provided in Section 20.2 above shall be reduced to forty five (45) days and Axtel shall not be obligated to provide any additional Deposit.. Purchase and License Agreement for FWA Equipment

Assignment; Right of First Refusal. 20.1 Each Party agrees not to assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, without the other Party's prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, Airspan Nortel Networks may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of its affiliates. Airspan Nortel Networks may also assign or otherwise transfer this Agreement or its rights under it, or Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- delegate its obligations, to any purchaser of the FWA Business without the AxtelCustomer's prior written consent; provided that: (i) Airspan Nortel Networks shall provide to Axtel Customer the soliciting or offering material used in connection with any contemplated sale of the FWA Business (the "FWA Information") at the same time any such FWA Information is provided to any third party potential purchaser (the "Potential Purchasers"), subject to execution by the Parties of a non-disclosure agreement in a form and substance reasonably satisfactory to AirspanNortel Networks, but no less restrictive on Axtel Customer than the non-disclosure agreement executed with the Potential Purchasers; and provided, however, that Airspan Nortel Networks may not offer, solicit interest in or sell the FWA Business to any company which is a direct competitor of Axtel Customer or does not have the necessary resources (human and/or technical), at AirspanNortel Networks' reasonable judgment, to manufacture the Products and/or to provide the technical support required by AxtelCustomer, including without limitation, Telefonos de Mexico, S.A. de C.V. or any of its affiliates (the "Restricted Companies"); (ii) Airspan Nortel Networks hereby grants to Axtel Customer a right of first refusal ("RFR") with respect to any offer received by Airspan Nortel Networks from any third party which Airspan Nortel Networks proposes to accept (including any revised offers), allowing Axtel Customer to purchase the FWA Business on terms not less favorable than such offer, subject to Axtel Customer having made, within forty five fourteen (4514) days after Airspan Nortel Networks shall have delivered written notice to Axtel Customer of such offer or revised offer (the "Vendor's Notice"), a single deposit for the amount equal to of US$4,500,000.00 (four million five (5hundred thousand United States dollars) percent of the amount of the third party offer (the "Deposit") into an interest bearing escrow account. Once Airspan Nortel Networks has received the Deposit, Axtel Customer shall have the right to perform a due diligence investigation of the FWA Business, and Airspan Nortel Networks shall be obligated to promptly provide all the information and access that Axtel Customer reasonably requires for the evaluation of the FWA Business; and (iii) in the event of any such sale to a purchaser other than AxtelCustomer, such new vendor shall assume all of Airspan's Nortel Networks' obligations under this Agreement. 20.2 If Axtel Customer exercises its RFR, Airspan Nortel Networks and Axtel Customer shall have ninety sixty (9060) days from payment of the Deposit to negotiate in good faith and enter into a purchase agreement pursuant to which Airspan Nortel Networks will sell the FWA Business to AxtelCustomer, unless a longer period of time is stated in the offer received from the Potential Purchaser, in which case such longer period shall prevail (the "Offer Period"). If the Parties have entered into such an agreement by the end of the Offer Period, the Deposit shall be credited towards the purchase price of the FWA Business. If the Parties have not entered into such an agreement by the end of the Offer Period, Axtel Customer shall forfeit in favor of Airspan Nortel Networks the Deposit, and Airspan Nortel Networks shall have the right to sell the FWA Business to any Potential Purchaser other than a Restricted Company, subject to the terms and conditions of Section 20.3 below; provided, however, that if the terms of the proposed sale are more favorable to such Potential Purchaser than the best offer (from AirspanNortel Networks' perspective) presented by Axtel Customer to Airspan Nortel Networks during the Offer Period, then the RFR shall again apply to such sale, but Axtel Customer shall not be obligated to provide any additional Deposit. 20.3 If Axtel Customer shall decline in any instance to exercise its RFR or the Parties fail to enter into the purchase agreement as described in Section 20.2, Airspan Nortel Networks shall have the right for a period of one year from the date of such declination or failure, to sell the FWA Business to a Potential Purchaser (except if such Potential Purchaser is a Restricted Company) without prior notice to AxtelCustomer, on terms which are not more beneficial to such Potential Purchaser than those set forth in Vendor's Notice. If the foregoing conditions are not met, the RFR shall again apply to such sale; provided, however, that the 9060-day term provided in Section 20.2 above shall be reduced to forty five thirty (4530) days and Axtel Customer shall not be obligated to provide any additional Deposit.