0001193125-05-222701 Sample Contracts

SECURITY AGREEMENT
Security Agreement • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York
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MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT
Minimum Borrowing Note Registration Rights Agreement • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York

This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes and the Warrants referred to therein.

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AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated November 8, 2005
Securities Purchase Agreement • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment

Amendment To Securities Purchase Agreement (this “Amendment”) dated as of November 8, 2005, between AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”), and TECORE, INC. and SCP PRIVATE EQUITY PARTNERS II, L.P. (collectively, the “Purchasers”).

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Common Stock Purchase Warrant • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR AS TO SAID COMMON SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRNET COMMUNICATIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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Warrant Agreement • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR AS TO SAID COMMON SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRNET COMMUNICATIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC
Security Agreement Waiver • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment

Reference is made to the Security Agreement (as amended, modified or supplemented from time to time, the “Security Agreement”) dated as of November 8, 2005 between Laurus Master Fund, Ltd., a Cayman Islands corporation (“Laurus”), and AirNet Communications Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this letter and not otherwise defined herein shall have the meanings set forth in the Security Agreement.

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Secured Convertible Minimum Borrowing Note • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR AS TO SAID COMMON SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRNET COMMUNICATIONS COPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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SUBORDINATION AGREEMENT
Subordination Agreement • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York

This Subordination Agreement (this “Agreement”) is entered into as of the 8th day of November, 2005, by and among TECORE, Inc., a Texas corporation (“TECORE”), SCP Private Equity Partners II, L.P., a Delaware limited partnership (“SCP”; TECORE, SCP, and each of their respective subsidiaries and affiliates are collectively referred to herein as the “Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Senior Lender” and together with the Subordinated Lender, the “Lenders” and each, a “Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Security Agreement referred to below.

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Secured Revolving Note • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRNET COMMUNICATIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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