Notice of Election and Escrow Agreement for Conversion of Series B Preferred Stock – Mellon Ventures, L.P. and AirNet Communications Corporation

Summary

Mellon Ventures, L.P. notifies AirNet Communications Corporation of its decision to convert and exchange its Series B Convertible Preferred Stock for $500,000 and 6,369,427 shares of AirNet common stock, subject to the closing of a $16 million financing. The agreement also terminates a related stock purchase warrant. The conversion documents are held in escrow by Edwards & Angell, LLP and will be delivered to AirNet only if the financing closes by April 30, 2003; otherwise, the documents are returned to Mellon Ventures.

EX-10.25 9 dex1025.txt NOTICE OF ELECTION Exhibit 10.25 January 20, 2003 Via Facsimile Mr. Stuart P. Dawley, Secretary AirNet Communications Corporation 3950 Dow Road Melbourne, Florida 32934 Re: Conversion and Exchange of Series B Convertible Preferred Stock Dear Mr. Dawley: Pursuant to our letter to Mr. John Igoe dated January 20, 2003 and Section 6(a) of the Series B Convertible Preferred Stock Certificate of Designation of AirNet Communications Corporation (the "Company"), the undersigned, the holder of certificate A B001 for 318,471.33 shares of Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), of the Company, hereby irrevocably elects to convert and exchange all such Series B Preferred Stock in consideration of payment by the Company to Mellon Ventures, L.P. ("Mellon") of U.S. $500,000 and requests the issuance of 6,369,427 shares of the Company's common stock, $.001 par value ("Common Stock"), and payment of the fair market value of .3 share of Common Stock. Subject to the closing of the contemplated transaction, the Common Stock Purchase Warrant dated May 15, 2001 for the purchase of up to 955,414 shares of AirNet Common Stock is hereby terminated. We hereby request that the certificate or certificates for such shares be issued, at the closing of a contemplated financing of the Company in the amount of at least U.S.$16,000,000.00, in the name of Mellon Ventures, L.P., whose address is c/o Mellon Ventures, Inc., One Mellon Center, Suite 5210 Pittsburgh, PA 15258, or such other person or persons in the amount or amounts as we shall designate in writing to the Company. Certificate A B001 is enclosed for cancellation. Very truly yours, Accepted and Agreed: Mellon Ventures, L.P. AirNet Communications Corporation By: MVMA, LP, its General Partner By: MVMA, Inc., its General Partner /s/ Paul D. Cohn /s/ Stuart P. Dawley - ------------------------------------- --------------------------------- Name: Paul D. Cohn Name: Stuart P. Dawley -------------------------------- ---------------------------- Title: Partner Title: V.P. & General Counsel ------------------------------- --------------------------- Enclosure January 20, 2003 Via Facsimile John G. Igoe, Esq. Edwards & Angell, LLP One North Clematis Street, Suite 400 West Palm Beach, Florida 33401 Re: AirNet Communications Corporation Dear Mr. Igoe: With reference to our letter to Mr. Dawley, Secretary of AirNet Communications Corporation (the "Company"), dated January 20, 2003 providing notice of election to convert and exchange 318,471.33 shares of the Company's Series B Convertible Preferred Stock, $.01 par value, and the subsequent issuance of 6,369,427 shares of the Company's common stock, $.001 par value, (the "Conversion Letter") to Mellon Ventures, L.P. or its designee or designees ("Mellon"), we understand that you shall hold such Conversion Letter and certificate A B001 enclosed therewith (together with the Conversion Letter, the "Escrowed Documents") in escrow pursuant to the terms and conditions set forth in the attached Escrow Agreement and deliver the Escrowed Documents to the Company at the closing of a contemplated corporate financing of at least U.S.$16,000,000.00 by TECORE, Inc. and SCP Private Equity Partners II, L.P., or affiliates thereof (the "Proposed Transaction"). If the Proposed Transaction has not closed by 5:00 p.m. EST, Wednesday, April 30, 2003, you are hereby instructed to immediately return the Escrowed Documents to the undersigned. Please signify your acceptance of, and agreement with, the foregoing by signing below. Very truly yours, Accepted and Agreed: Mellon Ventures, L.P. Edwards & Angell, LLP By: MVMA, LP, its General Partner By: MVMA, Inc., its General Partner /s/ Paul D. Cohn /s/ John G. Igoe, P.A. - ------------------------------------- --------------------------------- Name: Paul D. Cohn Name: John G. Igoe, P.A. -------------------------------- ---------------------------- Title: Partner Title: Partner ------------------------------- ---------------------------