Exhibit 1 SECURITIES PURCHASE AGREEMENT dated as of June 5, 2003Securities Purchase Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
RECITALS:Voting Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
ContractSecurities Purchase Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
This Note has been acquired for investment and has not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction. This Note is subject to the terms of a Securities Purchase Agreement, dated as of June 5, 2003, among the issuer, TECORE, Inc, and SCP Private Equity Partners II, L.P. (the “Purchase Agreement”), a copy of which may be obtained by the registered holder hereof from the Secretary of the issuer. The sale and transfer of this Note is restricted under the terms of the Tag Along Allocation Agreement, dated as of the date of this Note between the issuer, TECORE, Inc, and SCP Private Equity Partners II, L.P. (the “Tag Along Agreement”). No transfer of any interest in this Note shall be effective unless permitted by and made in accordance with the Purchase Agreement and the Tag Along Agreement, and by accepting this Note the holder of this Note agrees to be bound by the Purchase Agreement and the Tag Along Agreement.
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
THIS AGREEMENT is dated as of the 13th day of August, 2003, by and among: AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation (the “Borrower”), FORCE COMMUNICATIONS CORPORATION, a Delaware corporation (“Force”), SANMINA CORPORATION, a Delaware corporation (“Sanmina”), and BROOKTROUT, INC., Massachusetts corporation (“Brooktrout” and together with Force and Sanmina, collectively and individually, the “Subordinated Lender”); and SCP PRIVATE EQUITY PARTNERS II, LP, a Delaware limited partnership (“SCP II”) and TECORE, INC., a Texas corporation (“Tecore” and together with SCP II, collectively and individually, the “Lenders”).
WITNESSETH:Senior Registration Rights Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made and entered into this 13th day of August, 2003, by and among AIRNET COMMUNICATIONS CORPORATION (the “Borrower”), SCP PRIVATE EQUITY PARTNERS II, L.P. (“SCP”), and TECORE, INC. (“TECORE”).
TAG ALONG ALLOCATION AGREEMENTTag Along Allocation Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
This Tag Along Allocation Agreement (“Agreement”) dated August 13, 2003 is among AirNet Communications Corporation, a Delaware corporation (the “Company”), and SCP Private Equity Partners II, LP (“SCP”) and TECORE, Inc. (“Tecore”) as holders (the “Note Holders”) of the $16,000,000 Secured Convertible Notes (the “Notes”) issued by the Company to the Note Holders on the date hereof.
ALLONGE TO BRIDGE LOAN PROMISSORY NOTEBridge Loan Promissory Note • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
WHEREAS, Borrower, Lender and SCP Private Equity Partners II, L.P., a Delaware limited partnership, are parties to that certain Securities Purchase Agreement, dated June 5, 2003 (“Purchase Agreement”), pursuant to which Lender agreed to a deferral of the payment of interest due to it under the terms of the Bridge Loan Promissory Note (the “Note”) as set forth hereinafter; and
