Vote for Stockholder Approval. Such Buyer, to the extent such Buyer owns any shares of Common Stock at the time of the vote contemplated by the Stockholder Approval, hereby agrees to vote such shares of Common Stock in favor of the transactions contemplated hereby in connection with the Stockholder Approval.
Vote for Stockholder Approval. EACH OF LANCER OFFSHORE, INC. AND LANCER PARTNERS L.P. UNCONDITIONALLY AGREES TO VOTE ALL OF THE SHARES OF THE COMMON STOCK OF BORROWER OWNED OF RECORD OR BENEFICIALLY BY EACH OF THEM, AND TO CAUSE MICHAEL LAUER, AND THE ORBITER FUND LTD. TO VOTE ALL OF THE SHARES OX XXXXXX XXXXK OF BORROWER OWNED OF RECORD OR BENEFICIALLY BY EACH OF THEM, AND ANY OTHER LENDER ALSO AGREES TO VOTE ALL OF THE SHARES OF COMMON STOCK OF BORROWER OWNED OF RECORD OR BENEFICIALLY BY ANY OF THEM, AT THE NEXT ANNUAL MEETING OF THE STOCKHOLDERS OF BORROWER, AND AT ANY SPECIAL STOCKHOLDERS MEETING HELD THEREAFTER, TO APPROVE (I) THE MANDATORY CONVERSION OF ALL OF THE NOTES INTO SHARES OF THE COMMON STOCK OF BORROWER (PROVIDED THAT SUCH MANDATORY CONVERSION SHALL NOT OCCUR UNTIL THE SATISFACTION OF THE EQUITY CONDITION SET FORTH IN SECTION 1.5 HEREOF), AND (II) THE ISSUANCE OF SHARES OF THE COMMON STOCK OF BORROWER ISSUABLE UPON THE EXERCISE OF ALL OF THE WARRANTS OWNED BY EACH OF THE FOREGOING PERSONS. WORLD WIRELESS COMMUNICATIONS, INC. BY: /s/ ------------------------------------ DAVID D. SINGER, PRESIDENT XXXXXXXX XXXX AMOUNT LENDER $2,250,000 INITIALLY LANCER OFFSHORE, INC. BY: /s/ ------------------------------------ MICHAEL LAUER $850,000 INITIALLY LANCER PARTNEXX X.X. BY: /s/ ----------------------------------- MICHAEL LAUER EXHIBIT B THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NO SALE OR TRANSFER THEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. No.T__ WORLD WIRELESS COMMUNICATIONS, INC. Common Stock Purchase Warrant World Wireless Communications, Inc., a Nevada corporation (the "Company"), hereby certifies that, for value received,__________, or registered permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:30 P.M., Central Mountain time, on _______, 2006,__________________ (________) shares of fully paid and nonassessable shares of Common Stock, $.001 par value, of the Company, at a purchase price per share of $0.30 (such purchase price per share as adjusted from time to time as herein provided is referred to herein as the "Purchase Price"). The number an...
