Airspan Privately Places $29.2M

BOCA RATON, Fla. -- Airspan Networks, Inc., (Nasdaq:AIRN), announced today that it has entered into Preferred Stock Purchase Agreement, effective September 10, 2004, with Oak Investment Partners XI, Limited Partnership ("Oak") pursuant to which the Company will sell 73,000 shares of Series A Preferred Stock to Oak for $29.2 million. Affiliates of Oak were among the Company's largest sources of pre-public venture capital. This private placement of Series A Preferred Stock is subject to the closing of the transaction, which the Company anticipates will occur today, Monday, September 13, 2004.

Commenting on the transaction, Eric Stonestrom, Airspan's president and chief executive officer, stated that "in addition to strengthening our balance sheet with higher cash reserves, the added liquidity improves our competitive position in a number of respects. It will give Airspan a more solid platform on which to develop its next-generation WiMAX products. It will allow us to more aggressively pursue the acquisition of technologies we may need in future to enhance our WiMAX offerings. And it will increase our value proposition to customers who select their suppliers and partners based on organizational depth, financial strength and quality of service."

Stonestrom continued: "The past eighteen months have been a period of tremendous growth for Airspan, fueled by enhancements to our AS40X0 product lines and the successes of our two acquisitions - WipLL and Proximity. We see numerous opportunities to grow our business, both organically and through selective acquisitions. With these new funds, we expect to be able to continue to grow our market share and to further capitalize on related opportunities in the wireless equipment arena. Oak's actions underscore its continued confidence in the Company's strategy."

Bandel Carano, general partner at Oak, commented: "Airspan has become a market leading force in the broadband wireless equipment market, and we expect the Company to capitalize on many new product cycles in the future. We are particularly excited about Airspan's WiMAX development roadmap, as we believe this new technology will substantially change the access equipment landscape."

Upon closing of the transaction, pursuant to the agreement, Oak would purchase 73,000 shares of Series A Preferred Stock, which are convertible into 7,300,000 shares of common stock, for $400 per share of preferred stock or $4 per share of common stock equivalent. The per common stock equivalent price was established at a discount of approximately 10% off the trailing 10 day volume weighted average closing price for the common stock on September 9, 2004.

The sale of the Series A Preferred Stock is not and will not be registered under the Securities Act of 1933, and the Series A Preferred Stock may not be offered or sold in the United States absent registration or the availability of an applicable exemption from registration requirements. Holders of the Series A Preferred Stock may convert the stock into shares of Airspan's common stock at any time. After 24 months, the Series A Preferred Stock will automatically convert into shares of Airspan's common stock if it trades above $12.00 per share for 30 consecutive days. Airspan also has the right, after 5 years, to buy back the Series A Preferred Stock at a price of $5.00 per common share equivalent.

Pursuant to the agreement, the holders of the Series A Preferred Stock have agreed to a lockup with respect to the shares (and the underlying common stock). The lockup will expire in stages beginning 18 months from the date the shares were purchased. Airspan has agreed, upon certain terms and conditions, to register the resale of the shares underlying the Series A Preferred Stock with the Securities and Exchange Commission.

Airspan Networks