WARRANT ASSUMPTION
AGREEMENT
THIS WARRANT
ASSUMPTION AGREEMENT (the “ Assumption Agreement
”) dated as of January 26, 2007, by and between HARRIS
STRATEX NETWORKS, INC., a corporation incorporated in the State of
Delaware (“ Newco ”), and STRATEX NETWORKS,
INC., a corporation incorporated in the State of Delaware (“
Stratex ”), is made and delivered pursuant to
Section 6 of those certain Warrants to Purchase Common
Stock of Stratex (the “ Warrants ”) issued in
connection with the Purchase Agreement dated as of
September 21, 2004 by and between Stratex and certain
Investors listed in Schedule I attached thereto. All
capitalized terms used in this Assumption Agreement and not
otherwise defined herein shall have the meanings assigned to them
in the Warrants.
Pursuant to an
Amended and Restated Formation, Contribution and Merger Agreement,
dated December 18, 2006, among Harris Corporation, Stratex,
Newco and Stratex Merger Corp., as amended by that certain letter
agreement, dated January 26, 2007 (the “ Combination
Agreement ”), among the parties thereto, Stratex will
merge into a wholly-owned subsidiary of Newco (the “
Merger ”). In the Merger, each outstanding share, par
value $0.01 per share, of Stratex Common Stock (the “
Stratex Common Stock ”) will be converted into
one-fourth of a share, par value $0.01 per share, of Class A
Common Stock of Newco (the “ Class A Common Stock
”). Under the terms of the Combination Agreement, Newco has
agreed to enter into this Assumption Agreement pursuant to which it
will assume Stratex’s obligations under the
Warrants.
Effective upon the
effective time of the Merger,
(i) Stratex
shall be released from its obligations under the
Warrants.
(ii) Newco
hereby assumes the obligations of Stratex under the Warrants and
agrees that it shall be the “Company” for all purposes
of the Warrants. Without limiting the foregoing, the undersigned
hereby agrees to perform all of the obligations of the Company
under, and to be bound in all respects by the terms of, the
Warrants, to the same extent and with the same force and effect as
if the undersigned were an original signatory thereto. At the
effective time of the Merger, pur
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