Governance and Nominating Committee Charter

Purpose

The Board of Directors (the "Board") of Proxim Wireless Corporation (the "Company") has established a Governance and Nominating Committee (the "Committee"). This governing charter (the "Charter") sets forth the responsibilities and purpose of this Committee, which are to seek and recommend to the Board qualified candidates for election or appointment to the Board and to oversee matters of corporate governance for the Company, including the evaluation of Board performance and processes, and assignment and rotation of all Board committee members.

Membership

The Committee will consist of a minimum of two members of the Board, all of who shall meet the independence requirements of, and satisfy any other criteria imposed on members of the Committee pursuant to, the federal securities laws and the rules and regulations of the Securities and Exchange Commission and The NASDAQ Stock Market, Inc. ("Nasdaq"). The members of the Committee will be appointed by and serve at the discretion of the Board. The Committee shall be subject to the provisions of the Company's Bylaws relating to committees of the Board, including those provisions relating to removing committee members and filling vacancies.

Nomination/Appointment Policy

The Committee believes that it is in the best interest of the Company and its stockholders to obtain and retain highly qualified individuals to serve as members of the Board. The Committee will seek candidates for election and appointment with excellent decision-making ability, business experience, personal integrity and reputation.

Responsibilities

The responsibilities of the Committee shall include:

  1. Recommending the number of members that shall serve on the Board.
  2. Screening and recommending to the Board qualified candidates for election or appointment to the Board.
  3. Establishing the minimum qualifications that it seeks for director nominees as well as specific qualities or skills that it considers necessary for one or more of the directors.
  4. Determining whether stockholders of the Company may recommend candidates for Board membership and, if so, establishing the procedures by which a stockholder may recommend a candidate.
  5. Establishing the procedures by which it will identify and evaluate candidates for Board membership, including any recommended by stockholders, and any differences in the evaluation of a candidate named by the Committee compared to one suggested by a stockholder.
  6. Recommending the establishment of various Board committees and the membership of each of these committees including the Chairpersons for consideration by the Board.
  7. Periodically administering and reviewing an evaluation of the processes and performance of the Board and reporting such review to the Board. This review shall include an assessment of the appropriate skills and characteristics required of members of the Board, as well as issues of experience, judgment and other similar qualities. The purpose of this review is to increase the effectiveness of the Board and not to target individual Board members.
  8. Determining whether the Company should have a process by which stockholders may send communications to the Board and, if so, establishing such a process.
  9. Monitoring, with the assistance of Company Management, developments in corporate governance and corporate "best practices" and recommending to the Board, as appropriate, changes to the Company's corporate governance practices and procedures.
  10. Reviewing and reporting on additional corporate governance matters as necessary under the federal securities laws, the rules and regulations of the SEC or Nasdaq, or other sources or as directed by the Board.
  11. Reviewing and assessing annually the adequacy of this Charter and the performance of the Committee and recommending to the Board for approval any proposed changes to the Charter or the Committee.

Authority

In carrying out its responsibilities, the Committee may draw on the expertise of management, and when appropriate, may hire outside experts or advisors to assist the Committee with its work. In particular, the Committee shall have the authority to retain management recruiters to be used to assist in the identification and assessment of potential directors and to approve the recruiter's fees and other retention terms. Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter shall for all purposes constitute an action duly and validly taken by the Board and may be certified as such by the Secretary or other authorized officer of the Company.

Meetings and Reports

The Committee shall hold regular meetings at least once each year and such special meetings as the Chair of the Committee or the Chairman of the Board may direct. A majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings. The Committee may meet either in person or by means of telephonic conference call pursuant to which all participants can hear and speak with each other. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. At each regularly scheduled meeting of the Board, the Chair of the Committee shall provide the Board with a report of the Committee's activities and proceedings, if any, since the last Board meeting.