Exhibit 10.5
LAURUS MASTER FUND,
LTD.
c/o Laurus Capital Management,
LLC
825 Third Avenue, 14
th Floor
New York, New York
10022
AirNet Communications Corporation
3950 Dow Road
Melbourne, FL 32934
Attn: Stuart Dawley, Vice President and General
Counsel
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Re:
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Amended and
Restated Security Agreement Waiver (this
“Waiver”)
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Dear Stuart:
Reference is made to the Security
Agreement (as amended, restated, modified or supplemented from time
to time, the “Security Agreement”) dated as of
November 8, 2005 and amended and restated as of December 30,
2005 between Laurus Master Fund, Ltd., a Cayman Islands corporation
(“Laurus”), and AirNet Communications Corporation, a
Delaware corporation (the “Company”). All capitalized
terms used in this letter and not otherwise defined herein shall
have the meanings set forth in the Security Agreement.
Laurus is hereby notifying you of
its decision to exercise the discretion granted to it pursuant to
Section 2(a)(ii) of the Security Agreement to make a Loan to
the Company in excess of the Formula Amount in effect on the date
hereof (the “ Overadvance ”). In connection with
making the Overadvance, for a period beginning on the Closing Date
and ending on June 30, 2006 (the “ Period
”), Laurus hereby waives compliance with Section 3 of
the Security Agreement, but solely as such provision relates to the
immediate repayment requirement for Overadvances. Laurus further
ag
