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EXHIBIT 10.15
AGREEMENT TO LOAN FUNDS
THIS AGREEMENT to Loan Funds (this "Agreement") is entered into as of
the 22 day of December 2000, by and between AirNet Communications Corporation, a
Delaware corporation (the "Company"), and Xxxxx Xxxxx ("Xxxxx").
W I T N E S S E T H
WHEREAS, Xxxxx, the Company's Senior Vice President Worldwide Sales and
Marketing, exercised certain Company stock options in March 2000 (the "Option
Exercises") for the purchase of 25,261 shares of the Company's common stock (the
"March 2000 Option Shares"); and
WHEREAS, Xxxxx will be liable for federal income tax of approximately
$215,800 in connection with the Option Exercises as a result of the application
of the alternative minimum tax ("AMT") provisions under the Internal Revenue
Code, which alternative minimum tax liability (the "AMT Liability") will be due
and payable by Xxxxx on April 15, 2001; and
WHEREAS, the Company believes it to be in its best interest and a
benefit to the Company to make a non-recourse loan to Xxxxx (the "Loan") in an
amount sufficient to satisfy the AMT Liability and other federal income tax
obligations related to the Loan contemplated by this Agreement; and
WHEREAS, the parties hereto desire to set forth their understanding
with respect to the terms under which the Company will make the Loan to Xxxxx.
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NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereto agree as
follows:
1. In the event Xxxxx determines that the Loan is necessary in order to
satisfy the AMT Liability and requests that the Company make the Loan to him,
the Company agrees to loan Xxxxx the sum of $221,997 on a non-recourse basis
pursuant to the terms of a Promissory Note (the "Note") in the form attached
hereto as Exhibit A.
2. In connection with the Loan, Xxxxx agrees to grant the Company a
security interest in the March 2000 Option Shares and to authorize and direct
his broker or brokers to deliver to Lender all Required Payments (as defined in
the Note) until such time as all amounts owing under the Note are paid in full,
and to execute all documentation required in order to perfect the Company's
security interest in the March 2000 Option Shares and to authorize and direct
his broker or brokers to deliver all Required Payments to the Company. The
Company agrees that it shall not, during the time in which the Note remains
unpaid, adopt or impose any rules or other restrictions which restrict or
interfere with Xxxxx'x right to sell the March 2000 Option Shares, except for
rules which are also imposed upon other officers or directors of the Company or
which are required by applicable state or federal securities laws or
regulations.
3. Xxxxx agrees that he will use the proceeds of the Loan solely for
the purpose of satisfying the AMT Liability and other federal income tax
obligations related to the Loan contemplated by this Agreement.
4. Unless approved by the Company's Board of Directors, Xxxxx agrees
that he will not gift, sale or otherwise transfer any of the March 2000 Option
Shares at any time
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during which amounts remain due under the Note, except for sales made into the
public markets and transfers made in connection with a sale or merger of the
Company.
5. All terms, covenants, representations, warranties and conditions of
this Agreement shall be binding upon, and inure to the benefit of and be
enforceable by, the parties hereto and their respective successors and assigns.
6. All notices, requests, waivers and other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed to have been duly given if delivered personally, given by prepaid
telegram or mailed registered or certified first-class mail, postage prepaid, as
follows:
if to the Company: AirNet Communications Corp.
000 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Chief Financial Officer
With a copy to: Xxxxxxx & Xxxxxx, LLP
000 Xxxxx Xxxx Xxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Attn: Xxxx X. Xxxx, Esq.
if to Xxxxx: Xxxxx Xxxxx
0000 Xxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
7. The failure of any party at any time or times to require performance
of any provision hereof shall in no manner affect its right at a later time to
enforce the same. No waiver by any party of any condition or of any breach of
any term, covenant, representation or warranty contained in this Agreement shall
be effective unless in writing, and no waiver in any one or more instances shall
be deemed to be a further or continuing waiver of any such
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condition or breach in other instances or a waiver of any other condition or
breach of any other term, representation or warranty.
8. This Agreement may be executed in on or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
9. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
AIRNET COMMUNICATIONS CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Chairman
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XXXXX XXXXX
/x/ Xxxxx Xxxxx
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