Exhibit 99.2
LETTER AGREEMENT
January 20, 2003
VIA FACSIMILE
Xx. Xxxxxx X. Xxxxxx, Secretary
AirNet Communications Corporation
0000 Xxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
Re: Conversion of Series B Convertible Preferred Stock
Dear Xx. Xxxxxx:
Pursuant to our letter to Xx. Xxxx Xxxx 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 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 3,184,713 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.
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 x/x Xxxxxx Xxxxxxxx, Inc., Xxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx,
XX 00000, 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,
Mellon Ventures, L.P.
By: MVMA, L.P., its General Partner
By: MVMA, Inc., its General Partner
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: Partner
January 20, 2003
VIA FACSIMILE
Xxxx X. Xxxx, Esq.
Xxxxxxx & Xxxxxx, LLP
Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Re: AirNet Communications Corporation
Dear Xx. Xxxx:
With reference to our letter to Xx. Xxxxxx, Secretary of AirNet Communications
Corporation (the "Company"), dated January 20, 2003 providing notice of election
to convert 318,471.33 shares of the Company's Series B Convertible Preferred
Stock, $.01 par value, and the subsequent issuance of 3,184,713 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, X.X. Xxxxxxx & Xxxxxx, LLP
By: MVMA, L.P., its General Partner
By: MVMA, Inc., its General Partner
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxx
----------------------------- -----------------------------
Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx
Title: Partner Title: Partner
