Exhibit 99.1
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Continuation Sheet
Note (1): On December 15, 2003, pursuant to the terms of the Amended and
Restated Securities Purchase Agreement, dated as of October 21, 2003,
by and among Warburg Pincus Private Equity VIII, L.P., a Delaware
limited partnership ("WP VIII"), Proxim Corporation (the "Company"),
and the other purchasers named therein, the Company exercised its
right to require WP VIII to purchase $8,666,667 in aggregate principal
amount of senior secured promissory notes. On December 19, 2003, the
Company issued to WP VIII the Senior Secured Promissory Note in such
amount (the "Senior 2003 Note"). The Senior 2003 Note has the same
terms as, but ranks senior to, the Company's outstanding Secured
Subordinated Promissory Notes, including the Secured Subordinated
Promissory Note in the aggregate principal amount of $26,000,000 held
by WP VIII. The Senior 2003 Note is exchangeable at any time at the
option of WP VIII for shares of Series B Convertible Preferred Stock
of the Company, $0.01 par value per share (the "Series B Preferred
Stock").
All or any portion of the outstanding principal and accrued but unpaid
interest outstanding on the Senior 2003 Note may be exchanged for the
number of shares of Series B Preferred Stock equal to the quotient
obtained by dividing the aggregate outstanding principal balance plus
any accrued but unpaid interest then outstanding on the Senior 2003
Note or the portion thereof to be exchanged, by $100.00. Each share of
Series B Preferred Stock is convertible into shares of common stock,
$0.01 par value per share, of the Company ("Common Stock") at an
initial conversion price of $1.15, and at an initial conversion rate
of approximately 86.96 shares of Common Stock for each share of Series
B Preferred Stock converted, subject to certain adjustments as set
forth in the Certificate of Designations, Preferences and Rights of
Series B Convertible Preferred Stock of Proxim Corporation (the
"Series B Preferred Certificate of Designations"). The liquidation
preference of the Series B Preferred accretes at an annual rate of
14%, compounded quarterly, as more fully described in the Series B
Preferred Certificate of Designations. As of December 19, 2003, the
Senior 2003 Note is exchangeable into approximately 86,667 shares of
Series B Preferred Stock which convert into 7,536,232 shares of Common
Stock.
The sole general partner of WP VIII is Warburg Pincus & Co., a New
York general partnership ("WP"). Warburg Pincus LLC, a New York
limited liability company ("WP LLC"), manages WP VIII. The members of
WP LLC are substantially the same as the partners of WP. By reason of
the provisions of Rule 16a-1 of the Securities Exchange Act of 1934,
as amended, WP VIII, WP and WP LLC may be deemed to be the beneficial
owners of the Senior 2003 Note, the shares of Series B Preferred Stock
into which the Senior 2003 Note is exchangeable and the shares of
Common Stock into which the Series B Preferred Stock converts. WP and
WP LLC disclaim beneficial ownership of such securities, except to the
extent of any indirect pecuniary interest therein. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
is a partner of WP and a member and managing director of WP LLC. As
such, ▇▇. ▇▇▇▇▇▇ may be deemed to be the beneficial owner (within the
meaning of Rule 16a-1 under the Securities Exchange Act of 1934) of an
indeterminate portion of the securities beneficially owned by WP and
WP LLC. ▇▇. ▇▇▇▇▇▇ is also a member of the board of directors of the
Company. ▇▇. ▇▇▇▇▇▇ disclaims any beneficial ownership of the
securities reported herein as owned.
Note (2): The maturity date of the Senior 2003 Note is the earliest of (i) the
date on which any event of default under the Senior 2003 Note occurs,
(ii) any date on which WP VIII demands payment of the Senior 2003 Note
pursuant to its terms and (iii) September 30, 2004. Each share of
Series B Preferred Stock shall be redeemed by the Company on the
seventh anniversary of its original issuance date for an amount equal
to the liquidation value then in effect plus all accrued and unpaid
dividends.
