EXHIBIT 99.5
FORM OF IRREVOCABLE PROXY
Reference is made to the Common Stock and Warrant Purchase Agreement
(the "Agreement") dated as of November 27, 2001, by and between Proxim, Inc., a
Delaware corporation (the "Company"), and __________. Capitalized terms not
defined herein shall have the respective meanings ascribed thereto in the
Agreement.
The undersigned, a Purchaser pursuant to the Agreement, has acquired
shares of the Company's Common Stock and a Warrant to acquire shares of Common
Stock in the amounts set forth on Exhibit A to the Agreement. In connection with
such purchase, and for good and valuable consideration, the undersigned hereby
irrevocably (to the fullest extent permitted by law), and in accordance with the
terms hereof, appoints the directors on the Board of Directors of the Company,
and each of them, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to vote and
exercise all voting and related rights (to the full extent that the undersigned
is entitled to do so) with respect to any and all of the shares of capital stock
of the Company that now are or hereafter may be beneficially owned by the
undersigned, within the meaning of the Exchange Act, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof, that constitute, as of the record date set for
determination of holders entitled to vote at any meeting or taking of action by
written consent of the stockholders of the Company, greater than two percent
(2%) of the outstanding capital stock of the Company entitled to vote as of such
record date (such shares in excess of 2%, the "Proxy Shares"). Upon the
execution of this Proxy by the undersigned, any and all prior proxies given by
the undersigned with respect to any Proxy Shares are hereby revoked, and the
undersigned hereby agrees not to grant any subsequent proxies with respect to
the Proxy Shares.
This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest, and is granted pursuant to and in consideration of the
Company and the undersigned entering into the Agreement, provided, however, that
upon a transfer (whether by sale, pledge, hypothecation or otherwise) of any
Proxy Shares by the undersigned, this Proxy will terminate and, upon such
transfer, the transferee of such Proxy Shares will have all of the voting rights
to which a holder of Common Stock would otherwise be entitled.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, to act as the undersigned's
attorney and proxy to vote the Proxy Shares, and to exercise all voting, consent
and similar rights of the undersigned with respect to the Proxy Shares
(including, without limitation, the power to execute and deliver written
consents) at every annual, special, adjourned or postponed meeting of
stockholders of the Company and in every written consent in lieu of such
meeting. The attorneys and proxies shall vote the Proxy Shares in the same
manner and proportion as the majority of shares voted by all other stockholders
of the Company.
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With respect to any shares of the Company's capital stock held by the
undersigned that do not constitute Proxy Shares as defined herein, the
undersigned may vote such shares at every annual, special, adjourned or
postponed meeting of stockholders of the Company and in every written consent in
lieu of such meeting.
Dated: November 27, 2001
[PURCHASER]
By:
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Name:
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Title:
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