JOINDER AGREEMENT
This Joinder Agreement, dated as of December 16, 2003 (the "Agreement"),
is entered into by and among P-Com, Inc., a Delaware corporation (the
"Company"), and each of the additional purchasers (individually, an "Additional
Purchaser" and collectively, the "Additional Purchasers") set forth on the
execution pages hereof (each, an "Execution Page" and collectively, the
"Execution Pages").
A. On October 3, 2003 (the "Initial Closing Date"), the Company and each
of the initial purchasers (the "Initial Purchasers") consummated the purchase
and sale of 8352.58 Units (the "Initial Closing"), pursuant to that certain
Securities Purchase Agreement, dated as of October 3, 2003 (the "Purchase
Agreement"), by and among the Company and the Initial Purchasers. Capitalized
terms used but not defined herein shall have the same meanings given to such
terms in the Purchase Agreement.
B. The Company and the Additional Purchasers desire to consummate the
purchase and sale of an aggregate of up to 1647.42 Units at a second closing
(the "Second Closing"), pursuant to the terms and conditions contained in the
Purchase Agreement, to occur on the date hereof (the "Second Closing Date").
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Purchase and Sale of Securities. At the Second Closing, the Company
shall issue and sell to each Additional Purchaser, and each Additional
Purchaser, severally and not jointly, shall purchase from the Company, such
number of Units as is set forth on such Additional Purchaser's Execution Page,
for a purchase price per Unit equal to One Thousand Seven Hundred Fifty Dollars
($1,750).
2. Purchase Agreement. Each Additional Purchaser shall be deemed a
Purchaser (as defined in the Purchase Agreement) and made a party to, and bound
by, the Purchase Agreement, which is incorporated herein by this reference and a
copy of which is attached hereto as Exhibit A. As of the Second Closing Date,
each Additional Purchaser hereby makes all of the representations and warranties
contained in Section 2 of the Purchase Agreement.
3. Registration Rights Agreement. Each Additional Purchaser shall be
deemed an Initial Investor (as defined in the Registration Rights Agreement) and
made a party to, and bound by, the Registration Rights Agreement, which is
incorporated herein by this reference and a copy of which is attached hereto as
Exhibit B.
4. Rights of Additional Purchasers. The Second Closing shall be deemed to
have occurred in accordance with Section 1(b) of the Purchase Agreement. Each
Additional Purchaser and the Securities purchased at the Second Closing shall
have the same rights and be subject to the same obligations set forth in the
Purchase Agreement and the Registration Rights Agreement as the Initial
Purchasers and the Securities purchased at the Initial Closing.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the undersigned Additional Purchaser and the Company
have caused this Agreement to be duly executed as of the date first above
written.
P-COM, INC.
By: /s/ Xxx Xxxxxxxx
--------------------------------
Name: Xxx Xxxxxxxx
Title: President and CEO
ADDITIONAL PURCHASER:
(Print or Type Name of Purchaser)
By:
--------------------------------
Name:
Title:
RESIDENCE:
ADDRESS:
Telephone:
Facsimile:
Attention:
AGGREGATE SUBSCRIPTION AMOUNT:
Number of Units:
Purchase Price ($1,750.00 per Unit):
[SIGNATURE PAGE TO JOINDER AGREEMENT]
EXHIBIT A
Purchase Agreement
EXHIBIT B
Registration Rights Agreement
