of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above.
of the Warrant. [ ] Net Exercise the attached Warrant with respect to ____________________ shares. The undersigned also makes the representations set forth on the attached Exhibit B of the Warrant. Very truly yours, ---------------------------------------- By: ------------------------------------ Title: --------------------------------- EXHIBIT B INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO CLEARWIRE CORPORATION ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED _____________________, 2006, WILL BE ISSUED. _________________________________ Clearwire Corporation _____________________________________ Ladies and Gentlemen: The undersigned, ________________________________ ("Purchaser"), intends to acquire up to _________________shares of the Class A Common Stock (the "Common Stock") of Clearwire Corporation (the "Company") from the Company pursuant to the exercise or conversion of certain Warrants to purchase Common Stock held by Purchaser. The Common Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable state securities laws. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Accordingly, Purchaser represents, warrants and agrees as follows:
of the Warrant. The Common Stock for which the Warrant may be exercised or converted shall be known herein as the “Warrant Stock.”
of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of the Company shall be:
of the Warrant. In exercising this Warrant, the undersigned Holder hereby confirms and acknowledges that the shares of Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned shall not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the 1933 Act or any state securities laws. The undersigned xxxxxx further confirms and acknowledges that it is an “accredited investor”, as that term is defined under the 1933 Act.
of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of CTC Communications Group, Inc. shall be: The shares are to be issued in certificates of the following denominations: [Type Name of Holder] By: Title: Dated: EXHIBIT B FORM OF ASSIGNMENT (ENTIRE) [To be signed only upon transfer of entire Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE ATTACHED WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the attached Warrant, and the undersigned does hereby irrevocably constitute and appoint _____________________ Attorney to transfer said Warrant on the books of CTC Communications Group, Inc., with full power of substitution. [Type Name of Holder] By: Title: Dated:
of the Warrant. For purposes of this Notice the term "Aggregate Price" means the product obtained by multiplying the number of shares of Common Stock for which the Warrant is exercisable times the Warrant Price.
of the Warrant. During the Exercise Period, in the event that Holder fails to exercise this Warrant after the Company has provided Holder (i) twenty (20) days prior written notice of its intention to pay in full and redeem the Debenture on a particular date (the "Repayment Date"), and (ii) thirty (30) days after the Redemption Date within which to exercise this Warrant, then this Warrant shall terminate and thereafter be null and void. Notwithstanding the preceding sentence, in the event that the Company repays and redeems the Debenture in full on or before August 25, 1998, this Warrant shall remain in full force and effect until September 25, 1998, when it shall then expire. The Warrant may be exercised in whole or in part by payment in cash, bank cashier's check, certified check, or, at the option of Purchaser, by reduction in the principal amount of the Debenture (or forgiveness of any accrued and unpaid interest thereon), in an amount equal to the exercise price with respect to the Warrant being exercised. The Warrant shall have an initial exercise price of $1.36 per share of Common Stock.
of the Warrant. The Warrant shall be substantially in the form set forth as Exhibit 1.2 (the "Warrant"). The Company has reserved a sufficient number of shares of Common Stock for issuance upon exercise of the Warrant. (The shares of Common Stock issuable upon exercise of the Warrant are referred to as the "Warrant Shares.")
