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<STREET1>100 RIALTO PLACE
<STREET2>SUITE 300
<CITY>MELBOURNE
<STATE>FL
<ZIP>32901
<PHONE>4079841990
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<DESCRIPTION>AIRNET COMMUNICATIONS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



       Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  For the quarterly period ended June 30, 2000

                        Commission File Number: 000-28217


                        AIRNET COMMUNICATIONS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


            Delaware                                         59-3218138
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                          Identification No.)


              100 Rialto Place, Suite 300, Melbourne, Florida 32901
               (Address of Principal Executive Offices) (Zip Code)

                                 (321) 953-6600
              (Registrant's Telephone Number, Including Area Code)

Indicate by check [X] whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

             Class                              Outstanding at August 10, 2000
             -----                              ------------------------------

Common stock, par value $.001                            23,658,940




<PAGE>   2


                        AIRNET COMMUNICATIONS CORPORATION

                                      INDEX


                                                                        Page No.
PART I.  FINANCIAL INFORMATION:

Item 1.  Financial Statements

         Condensed Balance Sheets.......................................    3

         Condensed Statements of Operations.............................    4

         Condensed Statements of Cash Flows.............................    5

         Notes to Condensed Financial Statements........................    6

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations.....................................    8


PART II. OTHER INFORMATION:

Item 1.  Legal Proceedings..............................................   10

Item 2.  Changes in Securities and Use of Proceeds......................   10

Item 4.  Submission of Matters to a Vote of Securities Holders..........   11

Item 5.  Other Information..............................................   11

Item 6.  Exhibits and Reports on Form 8-K...............................   11





                                      -2-
<PAGE>   3
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                        AIRNET COMMUNICATIONS CORPORATION
                            CONDENSED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                             UNAUDITED           AUDITED
                                                           JUNE 30, 2000    DECEMBER 31, 1999
                                                           -------------    -----------------
<S>                                                           <C>                <C>
Assets
     Cash and cash equivalents                                $ 70,844           $100,423
     Accounts receivable, net                                    9,533             10,122
     Note receivable                                             9,015                 --
     Inventories                                                25,814             15,978
     Other                                                         611                500
                                                              --------           --------
         Total current assets                                 $115,817           $127,023
                                                              --------           --------

     Property and equipment, net                                 5,872              3,968
     Long term notes receivable                                  1,575                 --
     Other long-term assets                                         28                 22
                                                              --------           --------
         Total assets                                         $123,292           $131,013
                                                              ========           ========

Liabilities and Stockholders' Equity
     Accounts payable                                         $  6,455           $  6,464
     Accrued expenses                                            3,234              2,101
     Current portion of capital lease obligations                  279                540
     Customer deposits                                           2,958              5,234
     Deferred revenues                                          13,349              8,209
                                                              --------           --------
         Total current liabilities                              26,275             22,548

     Capital lease obligations                                     421                202
     Stockholders' equity                                       96,596            108,263
                                                              --------           --------
         Total liabilities and stockholders' equity           $123,292           $131,013
                                                              ========           ========
</TABLE>

See Notes to Condensed Financial Statements.



                                      -3-
<PAGE>   4
                        AIRNET COMMUNICATIONS CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                      JUNE 30, 2000    JUNE 30, 1999     JUNE 30, 2000    JUNE 30, 1999
                                                      -------------    -------------     -------------    -------------
                                                       (UNAUDITED)      (UNAUDITED)       (UNAUDITED)

<S>                                                    <C>                <C>             <C>                <C>
Net revenues                                           $     8,188        $  2,215        $    15,253        $  4,373
Cost of revenues                                             5,253           1,455              9,881           2,912
                                                       -----------        --------        -----------        --------
Gross profit                                                 2,935             760              5,372           1,461

Operating expenses:
    Research and development                                 6,915           3,459             12,993           7,194
    Sales and marketing                                      2,089             865              4,564           1,756
    General and administrative                               1,162             580              2,287           1,142
    Stock-based compensation                                   109              74                218             120
                                                       -----------        --------        -----------        --------
        Total costs and expenses                            10,275           4,978             20,062          10,212
                                                       -----------        --------        -----------        --------

Loss from operations                                        (7,340)         (4,218)           (14,690)         (8,751)
Other income, net                                            1,118              19              2,463              93
                                                       -----------        --------        -----------        --------

Net loss                                               $    (6,222)       $ (4,199)       $   (12,227)       $ (8,658)

Preferred dividends (1)                                         --           1,704                 --           3,398
                                                       -----------        --------        -----------        --------

Net loss attributable to common stockholders           $    (6,222)       $ (5,903)       $   (12,227)       $(12,056)
                                                       ===========        ========        ===========        ========

Net loss per share attributable to common
  stockholders - basic and diluted                     $     (0.26)       $ (14.48)       $     (0.52)       $ (31.97)

Weighted average shares used in calculating basic
  and diluted loss per common share                     23,554,966         407,788         23,454,678         377,072
</TABLE>


(1)  All accumulated dividends were cancelled when the Company closed on its
     initial public offering in December 1999. This is a non-cash item.

See Notes to Condensed Financial Statements.




                                      -4-
<PAGE>   5
                        AIRNET COMMUNICATIONS CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            FOR THE SIX MONTHS ENDED
                                                                          JUNE 30, 2000   JUNE 30, 1999
                                                                          -------------   -------------
                                                                           (UNAUDITED)
<S>                                                                         <C>              <C>
Operating activities
          Net cash used in operating activities                             $(27,054)        $(3,153)
                                                                            --------         -------
Cash flows from investing activities:
   Purchases of property and equipment                                        (2,391)           (351)
                                                                            --------         -------

          Net cash used in investing activities                               (2,391)           (351)
                                                                            --------         -------
Cash flows from financing activities:
   Net proceeds from issuance of long-term borrowings                             --           6,000
   Principal payments on capital lease obligations                              (454)           (359)
   Proceeds from issuance of common stock                                        321              15
                                                                            --------         -------

Net cash (used in) provided by financing activities                             (133)          5,656
                                                                            --------         -------

Increase (decrease) in cash and cash equivalents                             (29,578)          2,152
Cash and cash equivalents at beginning of period                             100,422           7,580
                                                                            --------         -------

Cash and cash equivalents at end of period                                  $ 70,844         $ 9,732
                                                                            ========         =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for interest                                 $     42         $    33
                                                                            ========         =======

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
   Property and equipment acquired under capital lease obligations          $    412         $   545
                                                                            ========         =======
   Issuance of warrants in connection with bridge financing                 $     --         $   243
                                                                            ========         =======
</TABLE>


See Notes to Condensed Financial Statements.






                                      -5-
<PAGE>   6

AirNet Communications Corporation

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

1.)      BASIS OF PRESENTATION

The accompanying condensed financial statements are unaudited, but in the
opinion of management, reflect all adjustments (consisting only of normal
recurring adjustments) necessary to fairly state the Company's financial
position, results of operations, and cash flows as of and for the dates and
periods presented. The financial statements of the Company are prepared in
accordance with generally accepted accounting principles as adopted in the
United States for interim financial information, the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X.

These unaudited condensed financial statements should be read in conjunction
with the Company's audited financial statements and footnotes included in the
Company's Form 10-K filing on March 29, 2000 and the Company's Registration
Statement on Form S-1 declared effective by the Securities and Exchange
Commission on December 6, 1999. The results of operations for the six-month
period ended June 30, 2000 are not necessarily indicative of the results for the
entire year ending December 31, 2000.

2.)      ACCOUNTS AND NOTES RECEIVABLE

Accounts receivable consist of:
                                               June 30, 2000   December 31, 1999
                                               -------------   -----------------
                                                (Unaudited)

Trade receivable                                 $ 11,348          $11,637
Less:  allowance for doubtful accounts             (1,815)          (1,515)
                                                 --------          -------
                                                 $  9,533          $10,122
                                                 ========          =======

Notes Receivable consist of:

                                               June 30, 2000   December 31, 1999
                                               -------------   -----------------
                                                (Unaudited)

Current                                           $ 9,015              --
Non-current                                         1,575              --
                                                  -------            ----
                                                  $10,580            $ --
                                                  =======            ====

The Company's receivables are principally concentrated in the telecommunications
industry.

3.)      INVENTORIES

Inventories consist of the following:

                                               June 30, 2000   December 31, 1999
                                               -------------   -----------------
                                                (Unaudited)

Raw materials                                     $13,508          $ 6,929
Work in process                                       834            2,660
Finished goods                                      1,735             --
Finish goods delivered to customers                 9,737            6,389
                                                  -------          -------
                                                  $25,814          $15,978
                                                  =======          =======




                                      -6-
<PAGE>   7



4.)      BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share is calculated in accordance with Statements
of Financial Accounting Standards No. 128, "Earnings Per Share." The denominator
used in the computation of basic and diluted net loss per share is the weighted
average number of common shares outstanding for the respective period. All
potentially dilutive securities were excluded from the calculation of diluted
net loss per share, as the effect would be anti-dilutive.

The computation of loss per share is as follows:

<TABLE>
<CAPTION>
                                                    Three Months       Three Months        Six Months        Six Months
                                                       Ended              Ended              Ended             Ended
                                                   June 30, 2000      June 30, 1999      June 30, 2000     June 30, 1999
                                                   -------------      -------------      -------------     -------------
                                                     (Unaudited)        (Unaudited)        (Unaudited)

<S>                                                 <C>                <C>                <C>                <C>
Net loss attributable to common stockholders        $    (6,222)       $    (5,903)       $   (12,227)       $   (12,056)
Weighted average shares outstanding                  23,554,966            407,788         23,454,678            377,072
                                                    -----------        -----------        -----------        -----------
Basic and diluted loss per share                    $     (0.26)       $    (14.48)       $     (0.52)       $    (31.97)
                                                    ===========        ===========        ===========        ===========

Potentially dilutive securities consist of
  the following:
    Options to purchase common stock                  1,555,501            841,850          1,555,501            841,850
    Convertible preferred stock                            --           12,779,601               --           12,779,601
    Warrants to purchase common stock                   548,471            633,656            548,471            633,656
                                                    -----------        -----------        -----------        -----------

     Total                                            2,103,972         14,255,107          2,103,972         14,255,107
                                                    ===========        ===========        ===========        ===========
</TABLE>



                                      -7-
<PAGE>   8



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This Form 10-Q includes forward-looking statements concerning pending legal
proceedings and other aspects of future operations. These forward-looking
statements are based on certain underlying assumptions and expectations of
management. Certain factors could cause actual results to differ materially from
the forward-looking statements included in this Form 10-Q. For additional
information on those factors that could affect actual results, please refer to
the Company's Form 10-K for the year ended December 31, 1999.

FINANCIAL CONDITION

This discussion should be read in conjunction with the Notes to Condensed
Financial Statements contained in this report and Management's Discussion and
Analysis of Financial Condition and Results of Operations appearing in the
Company's 1999 Form 10-K. The results of operations for an interim period may
not give a true indication of results for the year. In the following discussion,
all comparisons are with the corresponding items in the prior year.

Overview

The Company provides base stations and other wireless telecommunications
infrastructure products designed to support the GSM, or Global Standard for
Mobile Communications, system of mobile voice and data transmission. The Company
markets its products to operators of wireless networks. A base station is a key
component of a wireless network and is used to receive and transmit voice and
data signals over radio frequencies. The Company's products include the
AdaptaCell, a software-defined base station, meaning it uses software to control
the way it encodes and decodes wireless signals, and the AirSite, a backhaul
free base station, meaning it carries voice and data signals back to the
wireline network without using a physical communications link.

From its inception in January 1994 through May 1997, the Company's operations
consisted principally of start-up activity associated with the design,
development, and marketing of its products. As a result, the Company did not
generate significant revenues until 1998 and generated $17.8 million in net
revenues in 1999 and $15.3 million for the six months ended June 30, 2000. The
Company has incurred substantial losses since commencing operations, and as of
June 30, 2000 had an accumulated deficit of $113.6 million. The Company has not
achieved profitability on a quarterly or annual basis. Because the Company will
need to continue to focus heavily on developing its technology and products,
organizing its sales and distribution systems and assembling the personnel
necessary to support its anticipated growth in the near future, the Company
expects to continue to incur net losses for at least the next several quarters.
The Company will need to generate significantly higher revenues in order to
support expected increases in research and development, sales and marketing and
general and administrative expenses, and to achieve and maintain profitability.

The Company's revenues are derived from sales of a single product line based on
the GSM system. The Company generates a substantial portion of its revenues from
a limited number of customers, with five customers accounting for 84% of net
revenues during the three months ended June 30, 2000. Most of the Company's
existing and potential customers are start-up operators that have not yet
commenced the buildout of their networks, obtained necessary financing or
acquired a high degree of familiarity with the Company's products.



                                      -8-
<PAGE>   9

Results of Operations

The following table sets forth for the periods indicated the results of
operations expressed as a percentage of net revenues:


<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED            SIX MONTHS ENDED
                                         JUNE 30, 2000  JUNE 30, 1999  JUNE 30, 2000  JUNE 30, 1999
                                          (UNAUDITED)    (UNAUDITED)    (UNAUDITED)

<S>                                          <C>            <C>            <C>            <C>
Net revenues                                 100.0%         100.0%         100.0%         100.0%
Cost of revenues                              64.2%          65.7%          64.8%          66.6%
Gross profit                                  35.8%          34.3%          35.2%          33.4%

Operating expenses:
     Research and development                 84.5%         156.2%          85.2%         164.5%
     Sales and marketing                      25.5%          39.1%          29.9%          40.2%
     General and administrative               14.2%          26.2%          15.0%          26.1%
     Stock based compensation                  1.3%           3.2%           1.4%           2.7%
         Total operating expenses            125.5%         224.7%         131.5%         233.5%

Loss from operations                         (89.7)%       (190.4)%        (96.3)%       (200.1)%
Other income, net                             13.7%           0.8%          16.1%           2.1%

Net loss                                     (76.0)%       (189.6)%        (80.2)%       (198.0)%
</TABLE>

Three Months and Six Months Ended June 30, 2000 Compared to Three Months and Six
Months Ended June 30, 1999

     Net revenue: Net revenues for the three months ended June 30, 2000
increased $6.0 million or 270% to $8.2 million as compared to $2.2 million for
the three months ended June 30, 1999. Net revenues were $15.3 million and $4.4
million for the six months ended June 30, 2000 and 1999, respectively. These
increases are the result of higher shipments, customer deployments and
installations to new and existing customers as they expand their commercial
service networks.

     Gross profit: Gross profits for the three months ended June 30, 2000
increased $2.1 million or 286% to $2.9 million as compared to $0.8 million for
three-month period ended June 30, 1999. Gross profits were $5.4 million and $1.5
million for the six months ended June 30, 2000 and 1999, respectively. The gross
profit margins were 36% and 34% for the three months ended June 30, 2000 and
1999, respectively, and 35% and 33% for the six months ended June 30, 2000 and
1999, respectively. The increase in gross profit margins was attributable to the
product mix of the increased volume of shipments during the period.

     Research and development: Research and development expenses were $6.9
million and $3.5 million for the three months ended June 30, 2000 and 1999,
respectively and $13.0 million and $7.2 million for the six months ended June
30, 2000 and 1999. These increases were due to the costs associated with a
significant increase in new hires and purchases of engineering lab equipment and
supplies driven by increased demand by the Company's larger customers for
advanced features.

     Sales and marketing: Sales and marketing expenses were $2.1 million and
$0.9 million for the three months ended June 30, 2000 and 1999, respectively and
$4.6 million and $1.8 million for the six months ended June 30, 2000 and 1999,
respectively. Expenses increased due to the costs associated with a significant
expansion of the Company's international sales and distribution activities and
sales support functions. In addition, international travel and public relations
expenses contributed to the increase in the expense for the quarter.

     General and administrative: General and administrative expenses were $1.2
million and $0.6 million for the three months ended June 30, 2000 and 1999,
respectively, and $2.3 million and $1.1 million for the six months ended June
30, 2000 and 1999, respectively. These increases were primarily due to new hires
to support the Company's growth, the cost of being a publicly traded company,
such as travel, outside legal and accounting services, and a provision for bad
debts.



                                      -9-
<PAGE>   10

Liquidity and Capital Resources

     Prior to the Company's initial public offering, which raised net proceeds
of $80.4 million, the Company funded its operations primarily through the sale
of convertible preferred stock and capital equipment leases. The Company's
principal source of liquidity as of June 30, 2000 consisted of $70.8 million of
cash and cash equivalents.

     Net cash used in operating activities for the six months ended June 30,
2000 was $27.1 million compared to net cash used in operating activities of $3.2
million for the six months ended June 30, 1999. The change from period to period
was due primarily to new hires related to increasing investment in research and
development and sales and marketing and to an increase in accounts receivable
and inventories as the Company experienced a significant increase in shipments
and orders.

     Net cash used in investing activities for the six months ended June 30,
2000 was $2.4 million compared to net cash used in investing activities for the
six months ended June 30, 1999 of $0.4 million. The increase was primarily due
to purchases of capital equipment for its manufacturing and engineering
departments.

     Net cash used in financing activities was $0.1 million for the six months
ended June 30, 2000 compared to net cash used in financing activities of $5.7
million for the six months ended June 30, 1999. This difference was primarily
due to net proceeds from the issuance of long-term borrowings last year.

     The Company believes that its existing cash and cash equivalents will be
sufficient to meet capital requirements at least through the next twelve months,
although it could be required, or could elect, to seek additional funding prior
to that time. The Company's future capital requirements will depend upon many
factors, including rate of revenue growth, the timing and extent of spending to
support product development efforts and expansion of sales and marketing. There
can be no assurances that additional equity or debt financing, if required, will
be available on acceptable terms or at all.


                           PART II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.

         On January 21,1997, the Company filed a complaint against Amplidyne,
Inc. in the Circuit Court for the 18th Judicial Circuit in Brevard County,
Florida, alleging breach of contract and non-performance in connection with the
delivery of certain high-power amplifier units used in the Company's base
stations. The Company is seeking approximately $4.4 million in damages.
Amplidyne filed an answer alleging certain affirmative defenses and a
counterclaim against the Company for approximately $463,000. Amplidyne's motion
for summary judgment was denied in February 1999 and again in August 2000. A
jury trial is docketed for November 2000.

     The Company is also involved in various claims and litigation matters
arising in the ordinary course of business. The Company believes that the
ultimate outcome of these matters will not have a material effect on its results
of operations or financial condition.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS.

    Use of Proceeds of Initial Public Offering

     The effective date of the Company's registration statement on Form S-1
filed under the Securities Act of 1933 (No. 333-87693) relating to the initial
public offering of the Company's common stock was December 6, 1999. A total of
5,500,000 shares of the Company's common stock were sold at a price of $14.00
per share to an underwriting syndicate led by Salomon Smith Barney Inc., Chase
Hambrecht & Quist LLC and Prudential Volpe Technology Group. The offering
commenced on December 7, 1999 and closed on December 10, 1999. An additional
825,000 shares of common stock were sold to the underwriters named above to
cover over-allotments.

     The initial public offering resulted in gross proceeds of $88.6 million.
Net proceeds from the offering amounted to $80.4 million after deducting
offering expenses of approximately $2.0 million and underwriting commissions and
discounts of approximately $6.2 million. Except for proceeds that were expended
as described below, the net proceeds have been included within cash and cash
equivalents.

     As of June 30, 2000, approximately $9.6 million of the proceeds from the
initial public offering had been used primarily for general corporate purposes,
including working capital, expansion of its engineering organization, product
development programs, sales and marketing capabilities and general and
administrative functions. Proceeds will continue to be used for these purposes
in addition to capital expenditures. The Company may also use a portion of the
net proceeds to invest in complementary products, to license other technology or
to make potential acquisitions. However, it has no current understandings or
agreements relating to potential acquisitions.



                                      -10-
<PAGE>   11

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

(a)  The Annual Meeting of AirNet's stockholders was held on June 20, 2000. Of
     the 23,478,310 shares of common stock outstanding on the record date of
     April 21, 2000, a total of 22,304,730 shares were represented in person or
     by proxy.

(b)  The following directors were elected effective June 20, 2000:

                                                   Votes Cast
                                           --------------------------
                                              For            Withheld
                                           ----------        --------

     G. Michael Kirby                      22,265,061         39,669
     Leslie D. Shroyer                     21,576,753        727,977
     J. Douglass Mullins                   22,214,080         90,650
     R. Lee Hamilton, Jr.                  21,711,658        593,072
     Bruce R. DeMaeyer                     22,213,405         91,325
     James W. Brown                        22,264,986         39,744
     Joel P. Adams                         22,264,786         39,944
     Robert M. Chefitz                     21,713,553        591,177
     Richard G. Coffey                     22,264,261         40,464

(c)  The vote to approve the proposed Seventh Amended and Restated Certificate
     of Incorporation was 20,086,865 for, 17,386 against and 5,522 abstaining
     with 2,194,957 broker non-votes.

     The vote to ratify the selection of Deloitte & Touche LLP as the Company's
     independent auditors for 2000 was 22,293,376 for, 6,065 against and 5,289
     abstaining.

ITEM 5.           OTHER INFORMATION

     On July 10, 2000, J. Douglass Mullins resigned from the Company's Board of
Directors for personal reasons. Mr. Mullins' written resignation did not
indicate that he had any disagreements with the Company on any matter relating
to its operations, policies or practices.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

        3.1       Seventh Amended and Restated Certificate of Incorporation.
       *3.2       Second Amended and Restated Bylaws.
      **3.3       Amendment to Second Amended and Restated Bylaws.
       *4.1       Specimen Certificate evidencing shares of Common Stock.
       *4.2       Second Amended and Restated Shareholders' and Registration
                  Rights Agreement dated as of April 16, 1997.
       *4.3       First Amendment to Second Amended and Restated Shareholders'
                  and Registration Rights Agreement dated as of September 20,
                  1999.
       *4.4       Second Amended and Restated Agreement Among Series E,
                  Series F and Series G Second Amended and Restated
                  Preferred Stockholders and Senior Registration Rights
                  Agreement dated as of September 7, 1999.
       *4.5       First Amendment to Second Amended and Restated Agreement
                  Among Series E, Series F and Series G Preferred
                  Stockholders and Senior Registration Rights Agreement
                  dated as of September 20, 1999.
      *10.1       AirNet Communications Corporation 1999 Equity Incentive Plan.
      *10.2       OEM and Patent License Option Agreement dated January 27, 1995
                  between Motorola, Inc. and AirNet Communications Corporation.
      *10.3       Employee Noncompete and Post-Termination Benefits Agreement
                  dated October 26, 1999 between AirNet Communications
                  Corporation and R. Lee Hamilton, Jr.
    ***10.4       Amendment to Incentive Stock Option Agreements dated
                  February 11, 2000 between AirNet Communications Corporation
                  and R. Lee Hamilton, Jr.



                                      -11-
<PAGE>   12

     ***10.5      Amendment to Incentive Stock Option Agreements dated
                  February 11, 2000 between AirNet Communications Corporation
                  and Gerald Y. Hattori.
     ***10.6      Amendment to Incentive Stock Option Agreements dated
                  February 11, 2000 between AirNet Communications Corporation
                  and William J. Lee.
     ***10.7      Amendment to Incentive Stock Option Agreements dated
                  February 11, 2000 between AirNet Communications Corporation
                  and Mark G. Demange.
     ***10.8      Amendment to Incentive Stock Option Agreements dated
                  February 11, 2000 between AirNet Communications Corporation
                  and Glenn A. Ehley.
     ***10.9      Amendment to Incentive Stock Option Agreements dated
                  February 11, 2000 between AirNet Communications Corporation
                  and Timothy Mahar.
        10.10     Agreement dated May 10, 2000 between AirNet Communications
                  Corporation and Gerald Y. Hattori.
        27        Financial Data Schedule, June 30, 2000.

         *        Incorporated by reference to Registration Statement No.
                  333-87693 on Form S-1 as filed with the Securities and
                  Exchange Commission on September 24, 1999, as amended.

        **        Incorporated by reference to Annual Report on Form 10-K
                  as filed with the Securities and Exchange Commission on
                  March 29, 2000.

       ***        Incorporated by reference to Quarterly Report on Form
                  10-Q as filed with the Securities and Exchange Commission
                  on May 15, 2000.

(b)   Reports on Form 8-K:

    The Company filed a Current Report on Form 8-K with the Securities and
    Exchange Commission on May 12, 2000 reporting one event under Item 5. Other
    Events and filing an exhibit under Item 7. Exhibits.



                                      -12-
<PAGE>   13




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated: August 11, 2000         /s/ R. Lee Hamilton, Jr.
                               -------------------------------------------------
                               R. Lee Hamilton, Jr., President and Chief
                               Executive Officer (Principal Executive Officer)



                               /s/ John C. Berens
                               -------------------------------------------------
                               John C. Berens, Vice President, Finance,
                               Chief Financial Officer, Secretary and Treasurer
                               (Principal Financial and Principal Accounting
                               Officer)




                                      -13-
<PAGE>   14



                        AIRNET COMMUNICATIONS CORPORATION
                                INDEX TO EXHIBITS

EXHIBIT NO.
-----------

    3.1       Seventh Amended and Restated Certificate of Incorporation.
   *3.2       Second Amended and Restated Bylaws.
  **3.3       Amendment to Second Amended and Restated Bylaws.
   *4.1       Specimen Certificate evidencing shares of Common Stock.
   *4.2       Second Amended and Restated Shareholders' and Registration Rights
              Agreement dated as of April 16, 1997.
   *4.3       First Amendment to Second Amended and Restated Shareholders' and
              Registration Rights Agreement dated as of September 20, 1999.
   *4.4       Second Amended and Restated Agreement Among Series E, Series F and
              Series G Second Amended and Restated Preferred Stockholders and
              Senior Registration Rights Agreement dated as of September 7,
              1999.
   *4.5       First Amendment to Second Amended and Restated Agreement Among
              Series E, Series F and Series G Preferred Stockholders and Senior
              Registration Rights Agreement dated as of September 20, 1999.
  *10.1       AirNet Communications Corporation 1999 Equity Incentive Plan.
  *10.2       OEM and Patent License Option Agreement dated January 27, 1995
              between Motorola, Inc. and AirNet Communications Corporation.
  *10.3       Employee Noncompete and Post-Termination Benefits Agreement dated
              October 26, 1999 between AirNet Communications Corporation and R.
              Lee Hamilton, Jr.
***10.4       Amendment to Incentive Stock Option Agreements dated February 11,
              2000 between AirNet Communications Corporation and R. Lee
              Hamilton, Jr.
***10.5       Amendment to Incentive Stock Option Agreements dated February 11,
              2000 between AirNet Communications Corporation and Gerald Y.
              Hattori.
***10.6       Amendment to Incentive Stock Option Agreements dated February 11,
              2000 between AirNet Communications Corporation and William J. Lee.
***10.7       Amendment to Incentive Stock Option Agreements dated February 11,
              2000 between AirNet Communications Corporation and Mark G.
              Demange.
***10.8       Amendment to Incentive Stock Option Agreements dated February 11,
              2000 between AirNet Communications Corporation and Glenn A. Ehley.
***10.9       Amendment to Incentive Stock Option Agreements dated February 11,
              2000 between AirNet Communications Corporation and Timothy Mahar.
  10.10       Agreement dated May 10, 2000 between AirNet Communications
              Corporation and Gerald Y. Hattori.
  27          Financial Data Schedule, June 30, 2000.

   *          Incorporated by reference to Registration Statement No. 333-87693
              on Form S-1 as filed with the Securities and Exchange Commission
              on September 24, 1999, as amended.

  **          Incorporated by reference to Annual Report on Form 10-K as filed
              with the Securities and Exchange Commission on March 29, 2000.

 ***          Incorporated by reference to Quarterly Report on Form 10-Q as
              filed with the Securities and Exchange Commission on May 15, 2000.




                                      -14-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>ex3-1.txt
<DESCRIPTION>SEVENTH AMENDED & RESTATED CERTIFICATE OF INC.
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 3.1


                          SEVENTH AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        AIRNET COMMUNICATIONS CORPORATION

Pursuant to the provisions of Sections 242 and 245 of the General Corporation
Law of Delaware, the undersigned Corporation adopts the following Seventh
Amended and Restated Certificate of Incorporation:

         FIRST: The name of the Corporation is AirNet Communications Corporation
(the "Corporation").

         SECOND: The following Seventh Amended and Restated Certificate of
Incorporation was adopted by the Board of Directors and the stockholders of the
Corporation in accordance with Sections 242 and 245 of the General Corporation
Law of Delaware.

The Restated Certificate of Incorporation of the Corporation (originally filed
under the name of Overture Systems, Inc. incorporated on January 11, 1994), as
previously amended, is hereby deleted in its entirety and is amended and
restated as follows:

                                    ARTICLE I
                                    ---------

         The name of the Corporation is AirNet Communications Corporation.

                                   ARTICLE II
                                   ----------

         The registered office of the Corporation in the State of Delaware is
located at The Prentice-Hall Corporation System, Inc., 1013 Centre Road, in the
City of Wilmington, County of New Castle. The name of the registered agent at
such address is The Prentice-Hall Corporation System, Inc.

                                   ARTICLE III
                                   -----------

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.

                                   ARTICLE IV
                                   ----------

         A.       CLASSES OF STOCK. The aggregate number of shares of capital
stock which the Corporation shall have authority to issue is 60,000,000 shares,
consisting of two classes of capital stock:

                  (a) 50,000,000 shares of Common Stock, par value $.001 per
share ("Common Stock");




<PAGE>   2

                  (b) 10,000,000 shares of Preferred Stock, par value $.01 per
share ("Preferred Stock").

         B.       RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF COMMON
STOCK. Notwithstanding any provision to the contrary contained herein, the
rights, preferences, privileges and restrictions granted to and imposed upon
Common Stock are set forth in this ARTICLE IV.B. Except as otherwise expressly
provided in this ARTICLE IV.B., all shares of Common Stock shall be identical
and shall entitle the holders thereof to the same rights and privileges.

         1.       DIVIDENDS. When, as and if dividends on Common Stock are
declared by the Corporation's Board of Directors, whether payable in cash, in
property or in securities of the Corporation, the holders of Common Stock shall
be entitled to share equally in and to receive, in accordance with the number of
shares of Common Stock held by each such holder, all such dividends.

         Dividends payable under this Article IV.B. shall be paid to the holders
of record of the outstanding Common Stock as their names shall appear on the
stock register of the Corporation on the record date fixed by the Board of
Directors of the Corporation in advance of declaration and payment of each
dividend. Any Common Stock issued as a dividend pursuant to this ARTICLE IV.B.
shall, when so issued, be duly authorized, validly issued, fully paid and
non-assessable and free of all liens and charges. The Corporation shall not
issue fractions of Common Stock on payment of such dividend but shall issue a
whole number of shares to such holder of Common Stock rounded up or down in the
Corporation's sole discretion to the nearest whole number, without compensation
to the stockholder whose fractional share has been rounded down or from any
stockholder whose fractional share has been rounded up.

         Notwithstanding anything contained herein to the contrary, no dividends
on Common Stock shall be declared by the Corporation's Board of Directors or
paid or set apart for payment by the Corporation at any time that such
declaration, payment, or setting apart is prohibited by applicable law.

         2.       STOCK SPLIT, RECLASSIFICATION, ETC. The Corporation shall not
in any manner subdivide (by any stock split, reclassification, stock dividend,
recapitalization or otherwise) or combine the outstanding shares of one class of
Common Stock unless the outstanding shares of all classes of Common Stock shall
be proportionately subdivided or combined.

         3.       LIQUIDATION. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of the affairs of the Corporation, after payment shall
have been made to holders of outstanding Preferred Stock, if any, of the full
amount of which they are entitled pursuant to this Certificate of Incorporation
and any resolutions that may be adopted from time to time by the Corporation's
Board of Directors, in accordance with Article IV.C. below (for the purpose of
fixing the voting rights, designations, preferences and relative participating,
optional or other special rights of any class or series of Preferred Stock), the
holders of Common Stock shall be entitled, to the exclusion of the holders of
Preferred Stock, if any, to share ratably, in accordance with the number of
shares of Common Stock held by each such holder, in all remaining assets of




                                       2
<PAGE>   3

the Corporation available for distribution among the holders of Common Stock,
whether such assets are capital, surplus, or earnings. For the purposes of this
ARTICLE IV.B., neither the consolidation or merger of the Corporation with or
into any other corporation or corporations in which the stockholders of the
Corporation receive capital stock and/or other securities (including debt
securities) of the acquiring corporation (or of the direct or indirect parent
corporation of the acquiring corporation), nor the sale, lease or transfer by
the Corporation of all or any part of its assets, nor the reduction of the
capital stock of the Corporation, shall be deemed to be a voluntary or
involuntary liquidation, dissolution, or winding-up of the Corporation as those
terms are used in this ARTICLE IV.B.

         4.       VOTING. Each holder of Common Stock shall be entitled to one
vote for each share of such stock issued and outstanding and registered in such
holder's name and shall be entitled to vote upon such matters and in such manner
as may be provided by Delaware law and this Certificate of Incorporation.

         5.       NO PRE-EMPTIVE OR SUBSCRIPTION RIGHTS. No holder of Common
Stock shall be entitled to pre-emptive or subscription rights.

         C.       RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF PREFERRED
STOCK. Shares of Preferred Stock may be issued from time to time in one or more
series as may be determined by the Board of Directors of the Corporation.
Subject to the provisions of this Certificate of Incorporation and this Article
IV.C., the Board of Directors of the Corporation is authorized to determine or
alter the rights, preferences, privileges and restrictions granted to or imposed
upon any wholly unissued class or series of Preferred Stock and, within the
limits and restrictions stated in any resolution or resolutions of the Board of
Directors of the Corporation originally fixing the number of shares constituting
any such additional series, to increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares of any such
additional series subsequent to the issue of shares of that series.

         Authorized and unissued shares of Preferred Stock may be issued with
such designations, voting powers, preferences and relative participating
optional or other special rights, and qualifications, limitations and
restrictions on such rights, as the Board of Directors of the Corporation may
authorize by resolutions duly adopted prior to the issuance of any shares of any
class or series of Preferred Stock, including, but not limited to: (i) the
distinctive designation of each series and the number of shares that will
constitute such series; (ii) the voting rights, if any, of shares of such series
and whether the shares of any such series having voting rights shall have
multiple votes per share; (iii) the dividend rate on the shares of such series,
any restriction, limitation or condition upon the payment of such dividends,
whether dividends shall be cumulative and the dates on which dividends are
payable; (iv) the prices at which, and the terms and conditions on which, the
shares of such series may be redeemed, if such shares are redeemable; (v) the
purchase or sinking fund provisions, if any, for the purchase or redemption of
shares of such series; (vi) any preferential amount payable upon shares of such
series in the event of the liquidation, dissolution or winding-up of the Company
or the distribution of its assets; and (vii) the prices or rates of conversion
at which, and the terms and conditions on which, the shares are convertible.



                                       3
<PAGE>   4

         Any and all Preferred Stock issued and for which full consideration has
been paid or delivered shall be deemed fully paid stock and the holder thereof
shall not be liable for any further payment thereon.

                                    ARTICLE V
                                    ---------

         The Board of Directors shall have the power, in addition to the
stockholders, to make, repeal, alter, amend and rescind any or all of the bylaws
of the Corporation.

                                   ARTICLE VI
                                   ----------

         The Board of Directors shall be constituted as follows:

         (i)      The number of directors which will constitute the whole Board
of Directors of the Corporation shall be fixed exclusively by one or more
resolutions adopted by the Board of Directors of the Corporation or as otherwise
provided in the bylaws of the Corporation.

         (ii)     At the first annual meeting of stockholders following the
Corporation's fiscal year ended December 31, 1999, the nominees for directors
shall be divided into three classes, as nearly equal in number as possible,
designated as Class I, Class II, and Class III, respectively, and assigned to
such classes in accordance with a resolution or resolutions adopted by the Board
of Directors. At such annual meeting of stockholders, (i) the Class I directors
shall be nominated for election for a term to expire at the third succeeding
annual meeting of stockholders following their election; (ii) the Class II
directors shall be nominated for election for a term to expire at the second
succeeding annual meeting of stockholders following their election, and (iii)
the Class III directors shall be nominated for election for a term to expire at
the first annual meeting of stockholders following their election. At each
succeeding annual meeting of stockholders, directors shall be elected for a term
to expire at the third succeeding annual meeting of stockholders following their
election to succeed the directors of the class whose terms expire at such annual
meeting.

         (iii)    Notwithstanding the foregoing provisions of this ARTICLE VI,
each director shall serve until his successor is duly elected and qualified or
until his death, resignation or removal. Neither the Board of Directors nor any
individual director may be removed without cause. Subject to any limitation
imposed by law, any individual director or directors may be removed with cause
by the holders of a majority of the voting power of the corporation entitled to
vote at an election of directors. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

         (iv)     In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors shall have the power to make, adopt, amend or
repeal the Bylaws, or adopt new Bylaws for this Corporation, by a resolution
adopted by a majority of the directors.

         (v)      Vacancies in the Board of Directors may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director.


                                       4
<PAGE>   5


         (vi)     Elections of directors need not be by written ballot unless
the bylaws of the Corporation shall so provide.

                                   ARTICLE VII
                                   -----------

         Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the General Corporation Law of Delaware)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the bylaws of the Corporation.

                                  ARTICLE VIII
                                  ------------

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of Title 8 of the General Corporation
Law of Delaware, or (iv) for any transaction from which the director derived any
improper personal benefit. The foregoing sentence notwithstanding, if the
General Corporation Law of Delaware is hereafter amended to authorize further
limitations of the liability of a director of a corporation, then a director of
the Corporation, in addition to the circumstances in which a director is not
personally liable set forth in the preceding sentence, shall not be liable to
the fullest extent permitted by the General Corporation Law of Delaware as so
amended. Any repeal or modification of the foregoing provisions of this Article
VIII by the stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of such
repeal or modification.

                                   ARTICLE IX
                                   ----------

         The Corporation shall indemnify and hold harmless any director and
officer of the Corporation from and against any and all expenses and liabilities
that may be imposed upon or incurred by such person in connection with, or as a
result of, any proceeding in which such person may become involved, as a party
or otherwise, by reason of the fact that such person is or was such a director
or officer of the Corporation, whether or not such person continues to be such
at the time such expenses and liabilities shall have been imposed or incurred.
It is the intention of this Article IX to provide indemnification to the fullest
extent permitted by the laws of the State of Delaware, as they may be amended
from time to time.



                                       5
<PAGE>   6

                                    ARTICLE X
                                    ---------

         Subject to the provisions contained herein, the Corporation reserves
the right to amend, alter, change or repeal any provision contained in this
Seventh Amended and Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

         This Seventh Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by the Board of Directors and the
stockholders of the Corporation.

         I, THE UNDERSIGNED, being the President and Chief Executive Officer of
the Corporation, hereby declare, under penalties of perjury, that this is the
act and deed of the Corporation and the facts herein stated are true, and
accordingly, I have executed this Seventh Amended and Restated Certificate of
Incorporation as of the 20th day of June, 2000.

                                AIRNET COMMUNICATIONS CORPORATION

                                By: /s/ R. Lee Hamilton, Jr.
                                    --------------------------------------------

                                    Print Name: R. Lee Hamilton, Jr.
                                               ---------------------------------

                                    Title: President and Chief Executive Officer
                                           -------------------------------------
ATTESTED:

/s/ Janice L. Fitzgerald
----------------------------
Janice L. Fitzgerald
Assistant Secretary



                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>ex10-10.txt
<DESCRIPTION>AGREEMENT WITH GERALD Y. HATTORI DATED 5/10/00
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.10


                                   AGREEMENT
                                   ---------

         This Agreement ("Agreement") is made and entered into this 10th day of
May, 2000 (the "Effective Date"), by and between AirNet Communications
Corporation, a Delaware corporation (the "Company") and Gerald Y. Hattori
("Hattori").

                             PRELIMINARY STATEMENTS
                             ----------------------

         Hattori is currently employed by the Company as Vice President of
Finance, Chief Financial Officer, Treasurer and Secretary. The parties desire to
enter into this Agreement to provide for certain severance benefits in the event
Hattori's employment is terminated by the Company, other than for cause, or by
Hattori, for any reason, and to assure the Company of Hattori's continued
availability to provide services to the Company in connection with a transition
of his employment duties following any such termination.

                                   AGREEMENT
                                   ---------

         In consideration of the mutual promises contained herein and for other
good valuable consideration, the receipt, adequacy and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

         1.       SEVERANCE BENEFITS. Should either (1) the Company elect, to
terminate Hattori's employment other than for "cause" (as such term is defined
in Section 1 of the Amendment to Incentive Stock Option Agreements between the
Company and Hattori dated February 11, 2000), or (2) Hattori elect to resign his
employment for any reason, then such party shall provide the other party with a
minimum of thirty (30) days written notice of termination ("Notice Of
Termination"). The Company may provide Hattori a Notice Of Termination at any
time. Hattori agrees that he shall not provide the Company with a Notice Of
Termination any earlier than (a) September 1, 2000, except with the Company's
written consent; or (b) the arrival of a successor or replacement for Hattori.
Should either the Company or Hattori provide a Notice Of Termination to the
other party as required above, the Company shall continue to pay Hattori his
base salary and provide the other employment benefits currently provided to
Hattori for a period (the "Separation Period") beginning on the earliest
effective date of any such Notice Of Termination (the "Separation Date") and
ending nine months after the Separation Date, and Hattori shall become vested in
such portion of the stock options granted to him (the "Existing Options")
pursuant to the Company's 1999 Equity Incentive Plan (the "Option Plan") as
would have vested in due course had his employment terminated one year after the
Separation Date. The Existing Options shall remain in full force and effect,
subject to the terms of the Plan and the related stock option agreement
evidencing the Existing Options, including with


<PAGE>   2



respect to the termination thereof following termination of Hattori's
employment. All shares issuable upon exercise of the Existing Options shall only
he subject to such "lock up" provisions as are or may from time to time be
applicable to or executed by other officers and/or similarly situated
participants in the Company's stock option plan.

         2.       CHANGE OF CONTROL. Should either the Company or Hattori
provide a Notice Of Termination to the other party pursuant to Section 1 above,
and if a "change of control" occurs (as defined in Section 1 of the Amendment to
Incentive Stock Option Agreements between the Company and Hattori dated February
11, 2000) within twelve (12) months following Hattori's Separation Date, Hattori
shall become fully vested in the remaining Existing Options granted him pursuant
to the Company's Option Plan and the related stock option agreement evidencing
the Existing Options (and in such event any such unvested options which would
otherwise be cancelled pursuant to the terms of the Option Plan or related stock
option agreement shall not be cancelled). Notwithstanding the foregoing, this
provision shall also become effective if the Company and a prospective buyer
enter into a binding definitive agreement from the date of this Agreement up
through and including twelve (12) months following Hattori's Separation Date,
provided said agreement subsequently closes and results in a "change of
control," in which case Hattori shall become fully vested in the remaining
Existing Options as of the effective date of such "change of control."

         3.       SEPARATION EXPENSES. Should either the Company or Hattori
provide Notice Of Termination to the other party pursuant to Section 1 above,
the Company shall reimburse Hattori for his reasonable relocation, legal and
outplacement expenses to a maximum of $50,000, subject to Hattori's submission
of receipts verifying said expenses. It is understood that Hattori may keep the
laptop computer purchased for his use by the Company, the cost of which will be
deducted from said $50,000. The Company hereby waives any right to claim back
any relocation expenses or relocation bonus it paid to Hattori at the inception
of his employment.

         4.       NO OTHER PAYMENTS, COMPENSATION OR BENEFITS. Should either the
Company or Hattori provide a Notice Of Termination to the other party pursuant
to Section 1 above, except as specifically set forth in this Agreement, Hattori
shall not be entitled to any further payments, compensation or benefits from the
Company including without limitation any stock-related compensation or benefits.

         5.       CONDITION. The Company's obligation to provide salary and
benefits continuation during the Separation Period described in Section 1 above,
the stock-rated stock option vesting described in Section 3 above, and Hattori's
entitlement to


                                       2
<PAGE>   3


receive such benefits, are contingent upon (i) Hattori remaining employed by the
Company through the Separation Date and performing his current employment duties
in good faith or such other services as the Company may reasonably request,
including transitioning of his duties to other Company personnel, (ii) Hattori
performing his obligations under this Agreement, and (iii) Hattori's execution
of this Agreement, including the general release and waiver in Section 6.
However, it is understood that Hattori may be unavailable from time to time
through his Separation Date to attend interviews with prospective employers upon
reasonable notice to the Company, provided such activities do not interfere with
Hattori's duties to the Company.

         6.       GENERAL RELEASE AND WAIVER. In consideration of the benefits
to be provided to Hattori pursuant to this Agreement, Hattori (on behalf of
himself and his heirs, personal representatives and any and all other persons
who may otherwise be entitled to make a claim on his behalf) hereby forever
releases and discharges the Company, all parent, subsidiary and affiliated
corporations or other entities of the Company, and each of their respective
directors, officers, stockholders, employees, representatives and agents and
their respective heirs, personal representatives, successors and assigns from
any and all claims, demands or liabilities of any kind or nature whatsoever,
known or unknown, which Hattori once had or may now or in the future have
arising out of or in connection with Hattori's employment with the Company or
the termination of that employment, including but not limited to claims for
breach of contract, express or implied; any form of compensation or benefits;
wrongful termination; constructive discharge; discrimination of any type
(including but not limited to any form of age discrimination under the Age
Discrimination in Employment Act); any tort of any nature; and any and all
client claims arising under any federal, state or local statute, law, ordinance
or regulation. Hattori acknowledges that he is aware that there are many laws
and regulations relating to employment relationships, including Title VII of the
Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967; the
Americans with Disabilities Act of 1990; the National Labor Relations Act; the
Civil Rights Act of 1866; the Employee Retirement and Income Security Act of
1974; and various state constitution provisions and human rights laws as well as
the laws of contract and tort. Hattori acknowledges that he intends by this
release to fully and forever release any and all rights Hattori may have under
any such laws or otherwise.

         7.       CONFIDENTIAL INFORMATION. Hattori will not at any time during
or after his employment with the Company use, disclose or furnish to any other
person, business or entity any confidential information belonging to the
Company. Such information includes, but is not limited to, the Company's
customer lists, customer contact persons, price lists, trade secrets,
intellectual property, inventions, innovations, discoveries, formulas, designs,
know-how, methods, software and software designs, and any other confidential
information, knowledge or intelligence


                                       3
<PAGE>   4
relating to the Company's markets, customers, products, pricing, procedures,
strategies, formulas, plans, assets, liabilities, costs, revenues, profits,
organization, employees and business in general.

     8.  RESTRICTIVE COVENANT. In consideration of the benefits the Company has
agreed to provide pursuant to this Agreement, and the other covenants and
agreements herein, and in order to prevent the improper disclosure or use of
trade secrets and other confidential information and to protect the Company
from unfair competition, Hattori will not, directly or indirectly, for a period
ending one year after the expiration of the Separation Date, on his own behalf
or on behalf of any other Person, (i) own any interest in (except for ownership
of not more than two percent of the outstanding voting interests of an entity
with a class of securities registered under the Securities Exchange Act of
1934), or be employed by or otherwise provide consulting, advisory or other
services in any manner to or for the benefit of any Person (other than the
Company and its affiliates) engaged anywhere in the world in the development,
manufacture, providing, sale, marketing, promotion or distribution of any GSM
base station product, product lines or services competitive with any of those
manufactured, provided, sold, marketed, promoted or distributed by the Company,
nor shall Hattori engage in, assist in, manage or supervise any of the
foregoing activities; (ii) call upon, accept business from, or solicit the
business of any Person who was a customer or client of the Company during the
period of Hattori's employment with the Company, or take any action to induce
any such customer or client of the Company to reduce or discontinue its
business with the Company; or (iii) hire, solicit for employment or otherwise
cause, induce or in any way facilitate the employment by any other Person of
any employee of the Company or its affiliates who was an employee during the
period of Hattori's employment with the Company.

     Hattori acknowledges and agrees that the foregoing restrictive covenant is
reasonable for purposes of protecting the legitimate business interests of the
Company and will not prevent him from earning a livelihood. Hattori acknowledges
that in the event of a breach by him of his obligations under this Agreement,
the Company would suffer irrevocable harm and would be without an adequate legal
remedy, and that his obligations hereunder shall therefore be specifically
enforceable in equity and the Company may obtain an injunction enjoining any
such breach, in addition to all other remedies at law or in equity that may be
available to the Company. In view of the substantial harm which shall result
from Hattori's breach of any of his obligations hereunder, the parties agree
that such obligations shall be enforced to the fullest extent permitted by law.
If, however, any of such obligations relating to the time period, scope of
activities or geographic area of restrictions is declared by a court of
competent jurisdiction to exceed the maximum permissible time period, scope of
activities or geographic area, the maximum time period, scope of activities or
geographic area, as the case may be, shall be reduced to the maximum which such
court deems enforceable with respect only to the



                                       4
<PAGE>   5
jurisdiction in which such adjudication is made. If any of such obligations
other than those described in the preceding sentence are adjudicated to be
invalid or unenforceable, the invalid or unenforceable provisions shall be
deemed amended (with respect only to the jurisdiction in which such adjudication
is made) in such manner as to render them enforceable and to effectuate as
nearly as possible the original intentions and agreement of the parties.

     9.   NONDISPARAGEMENT. Neither the Company nor Hattori will make any
statements to any person disparaging or tending to disparage the other. Hattori
shall refer any inquiries concerning the Company's affairs, including inquiries
relating to any termination of his employment with the Company, to such persons
as the Company shall designate.

     10.  CONFIDENTIALITY OF THIS AGREEMENT. Hattori shall not at any time
disclose the terms or existence of this Agreement or any facts concerning its
execution or implementation without the Company's prior written consent, except
for such disclosure to Hattori's personal legal and financial advisors as may
be necessary in connection with Hattori's personal legal or financial affairs
and to future employers if strictly required as a condition of employment.

     11.  GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Florida applicable to agreements made and to be performed entirely in such
state, without regard to the conflict of laws principles of such state.

     12.  SEVERABILITY. If any provision or part of any provision of this
Agreement shall not be valid for any reason, such invalidity shall affect only
the portion of such provision which shall be invalid, and in all other respects
this Agreement shall stand as though such invalid provision or portion thereof
were not a part of this Agreement.

     13.  DEFINITION OF TERMS. The term "affiliate," when used in this Agreement
with respect to any person, means any person that, directly or indirectly,
controls, is controlled by or is under common control with such person, and with
respect to any natural person, includes the members of such person's immediate
family (spouse, children and parents). The term "Person," when used in this
Agreement, means any natural person or entity with legal status.

     14.  THE COMPANY'S ASSIGNEES AND SUCCESSORS. The Company may assign this
Agreement to its successors and assigns and any such successors and assigns
shall be entitled to all of the Company's rights hereunder.

     15.  PLAIN MEANING. The Agreement shall be interpreted in accordance with
the plain meaning of its terms and not for or against the drafter.


                                       5
<PAGE>   6
     16.  VOLUNTARY NATURE OF AGREEMENT. The parties hereto are entering into
this Agreement voluntarily without duress on the part of either party. Hattori
has been advised to, and has had an opportunity to, consult with an attorney
before signing this Agreement. Hattori has also been advised that he may take up
to twenty-one (21) days to consider this Agreement before signing it and that he
may revoke this Agreement within seven (7) days after signing it. Should Hattori
revoke this Agreement within seven (7) days after signing it, this Agreement
shall become null and void.

     17.  MISCELLANEOUS. The provisions of this Agreement shall survive the
termination of Hattori's employment by the Company. This Agreement sets forth
the entire understanding of the parties with respect to the subject matter
hereof and merges and supersedes any prior or contemporaneous agreements between
the parties pertaining thereto. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto. No waiver by any party of
any of its rights under this Agreement shall be effective unless in writing and
signed by the party against which the same is sought to be enforced. No such
waiver by any party of its rights under any provision of this Agreement shall
constitute a waiver of such party's rights under such provisions at any other
time or a waiver of such party's rights under any other provision of this
Agreement. No failure by any party hereto to take any action against any breach
of this Agreement or default by another party shall constitute a waiver of the
former party's right to enforce any provision of this Agreement or to take
action against such breach or default or any subsequent breach or default by
such other party.

     18.  LITIGATION: PREVAILING PARTY. If any litigation is instituted
regarding this Agreement, the prevailing party shall be entitled to receive from
the non-prevailing party, and the non-prevailing party shall pay, all reasonable
fees and expenses of counsel for the prevailing party.

     19.  NOTICE. Any notice required by this Agreement shall be deemed to have
been properly given when in writing and delivered in person or sent by
certified or registered mail addressed:

     To the Company:          AirNet Communications Corporation
                              Attention: Chief Executive Officer
                              100 Rialto Place, Suite 300
                              Melbourne, Florida 32901

     With copies to:          Andrew S. Hament, Esquire
                              Holland & Knight LLP
                              1499 S. Harbor City Boulevard, Suite 201
                              Melbourne, Florida 32901


                                       6
<PAGE>   7
     To Hattori:              Gerald Y. Hattori
                              13 Judy Drive
                              Londonderry, New Hampshire 03053

     With copies to:          Anthony A. Froio, Esquire
                              Robins, Kaplan, Miller & Ciresi LLP
                              222 Berkeley Street, Suite 2200
                              Boston, Massachusetts 02116-3748

Any party may change its address for notices by noticing in the manner set forth
above.

     IN WITNESS WHEREOF, the parties have voluntarily and with knowledge of
their rights executed this Agreement this 10th day of May, 2000.

WITNESS:                                     GERALD Y. HATTORI

/s/ Colleen Larsen                           Signature: /s/ Gerald Y. Hattori
----------------------------                            ------------------------
                                             Print Name: Gerald Y. Hattori
                                                         -----------------------
                                             Date: 5/10/00
                                                   -----------------------------


WITNESS:                                     AIRNET COMMUNICATIONS
                                             CORPORATION
                                             By:
/s/ Lynn B. Patterson                        Signature: /s/ Joel P. Adams
----------------------------                            ------------------------
                                             Print Name: Joel P. Adams
                                                         -----------------------
                                             Date: 5/17/00
                                                   -----------------------------


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>4
<FILENAME>ex27.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AIRNET
COMMUNICATIONS CORPORATION'S BALANCE SHEET AS OF JUNE 30, 2000 AND STATEMENTS OF
OPERATIONS AND CASH FLOWS FOR THS SIX MONTHS ENDED JUNE 30, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<EXCHANGE-RATE>                                  1.000
<CASH>                                          70,844
<SECURITIES>                                         0
<RECEIVABLES>                                   20,363
<ALLOWANCES>                                     1,815
<INVENTORY>                                     25,814
<CURRENT-ASSETS>                               115,817
<PP&E>                                          14,598
<DEPRECIATION>                                   8,726
<TOTAL-ASSETS>                                 123,292
<CURRENT-LIABILITIES>                           26,275
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            23
<OTHER-SE>                                      96,573
<TOTAL-LIABILITY-AND-EQUITY>                   123,292
<SALES>                                         15,253
<TOTAL-REVENUES>                                15,253
<CGS>                                            9,881
<TOTAL-COSTS>                                   20,062
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  42
<INCOME-PRETAX>                               (12,227)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (12,227)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (12,227)
<EPS-BASIC>                                     (0.52)
<EPS-DILUTED>                                   (0.52)


</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
