Exhibit 2.1
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EXECUTION COPY
FIRST AMENDMENT, dated as of August 5, 2002 (this "Amendment"), to the
Securities Purchase Agreement, dated as of June 16, 2002 (the "Purchase
Agreement"), by and among Proxim Corporation, a Delaware corporation (the
"Company"), and the Purchasers named therein (each a "Purchaser" and
collectively, the "Purchasers"). Each capitalized term used and not otherwise
defined herein shall have the meaning assigned to such term in the Purchase
Agreement.
WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to
sell to the Purchasers, and each Purchaser has severally agreed to purchase from
the Company, the Shares, Notes and Warrants set forth opposite their respective
names on Exhibit A to the Purchase Agreement; and
WHEREAS, the Company and the Purchasers desire to modify the Purchase
Agreement in accordance with the provisions of Section 9.12 thereof.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments to the Purchase Agreement.
(a) Exhibit A to the Purchase Agreement is hereby amended and restated
in its entirety to read as set forth in Exhibit A hereto.
Section 2. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
Section 3. Captions. The captions and paragraph headings of this
Agreement are solely for the convenience of reference and shall not affect its
interpretation.
Section 4. Counterparts. This Amendment may be signed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
Section 5. Effect of Amendment. Except as expressly amended by this
Amendment, the Purchase Agreement shall remain in full force and effect as the
same was in effect immediately prior to the effectiveness of this Amendment. All
references in the Purchase Agreement to "this Agreement" shall be deemed to
refer to the Purchase Agreement as amended by this Amendment. In addition, all
references in the Purchase Agreement to "Purchaser" or "Purchasers" shall be
deemed to refer to the Purchasers set forth in Exhibit A hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
PROXIM Corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name:
Title:
PURCHASERS:
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WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: WARBURG, ▇▇▇▇▇▇ & CO.,
its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
Title:
BROADVIEW CAPITAL PARTNERS L.P.
By: Broadview Capital Partners Management LLC
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
BROADVIEW CAPITAL PARTNERS QUALIFIED PURCHASER
FUND L.P.
By: Broadview Capital Partners Management LLC
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
[Signature Page to Securities Purchase Agreement]
BROADVIEW CAPITAL PARTNERS AFFILIATES FUND LLC
By: Broadview Capital LLC
its Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
[Signature Page to Securities Purchase Agreement]
No. of Shares of
Series A Principal
Convertible Amount of Second Closing Purchase Price
Purchaser Preferred Stock to Notes to be Initial Closing Warrant Payable at the
Name and Address be Purchased Purchased Warrant Coverage Coverage Initial Closing
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Warburg Pincus Private 1,421,334 $29,466,650.00 5,813,890 4,821,275 $65,000,000.00
Equity VIII, L.P.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax No. ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Broadview Capital 26,458 $548,550.00 108,225 89,753 $1,210,000.00
Partners L.P.
Broadview Capital 191,486 $3,969,850.00 783,264 649,539 $8,757,000.00
Partners Qualified
Purchaser Fund L.P.
Broadview Capital 722 $14,950.00 2,953 2,446 $33,000.00
Partners Affiliates
Fund LLC
TOTAL 1,640,000 $34,000,000.00 6,708,335 5,563,010 $75,000,000.00
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