Exhibit 4.26
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AGREEMENT TO VOTE SHARES
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THIS AGREEMENT TO VOTE SHARES ("Agreement") is executed as of April 26,
2002, by and between Xxxxxxx X. XxXxxxxx ("XxXxxxxx") and Speedcom Wireless
Corporation ("Speedcom").
WHEREAS, certain lenders of funds to Speedcom (the "Lenders") have
required that XxXxxxxx enter into this Agreement as a condition of lending
funds;
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. Agreement To Vote Shares. XxXxxxxx agrees to vote, or cause to be
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voted, all of the shares of common stock of Speedcom ("Common Stock") over which
he has voting authority, at any meeting of the stockholders of Speedcom and in
any action by written consent of the stockholders of Speedcom, in favor of a
bona fide merger, stock sale or sale of all or substantially all of Speedcom's
assets (a "Change of Control Transaction") with an acquiror acceptable to the
Lenders which would result in a change in control of Speedcom and which has been
approved by Speedcom's Board of Directors. In addition, XxXxxxxx shall use his
best efforts to cause his former spouse to vote shares of Common Stock over
which she has voting authority in the same manner.
2. Miscellaneous.
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(a) This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware without regard to its
conflicts of laws provisions.
(b) This Agreement may not be assigned by any party hereto without
the prior written consent of the other parties hereto.
(c) This Agreement supersedes any prior agreement or understanding,
whether written or oral, between the parties with respect to the subject
matter of this Agreement. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective heirs, executors,
legal representatives, successors and permitted assigns. This Agreement may
be amended, modified, superseded, cancelled, renewed or extended, and the
terms and conditions hereof may be waived, only by a written instrument
signed by the parties or, in the case of a waiver, by the party waiving
compliance.
(d) This Agreement may be executed in separate counterparts, any one
of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same
agreement.
(e) This Agreement shall terminate upon the earlier of (1) the
payment of all obligations due to the Lenders and (2) the closing of a
Change of Control Transaction.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
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Xxxxxxx X. XxXxxxxx
SPEEDCOM WIRELESS CORPORATION
By:_________________________
Its:__________________________
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