0001193125-04-068581 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 23rd, 2004 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 22, 2004, among AirNet Communications Corporation, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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CONSENT, WAIVER AND LOCK-UP AGREEMENT
Consent, Waiver and Lock-Up Agreement • April 23rd, 2004 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware

THIS CONSENT, WAIVER AND LOCK-UP AGREEMENT (the “Agreement”) is made and entered into on April 21, 2004, by and among SCP Private Equity Partners II, L.P., a Delaware limited partnership (“SCP II”), TECORE, Inc. a Texas corporation (“Tecore”), Mellon Ventures, L.P. a Delaware limited partnership (“Mellon”), SCP Private Equity Partners, L.P. (“SCP”) and AirNet Communications Corporation, a Delaware corporation (“AirNet”) (collectively, SCP II and Tecore are hereinafter referred to as the “Note Holders”; collectively, SCP II, Tecore, Mellon and SCP are hereinafter referred to as the “Holders”).

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