Exhibit 10.24
FIRST AMENDMENT TO WARRANT AGREEMENT
FIRST AMENDMENT TO WARRANT AGREEMENT, dated as of June 12,
2000 (this "AMENDMENT"), by and between UBIQUITEL INC., a Delaware corporation
(the "COMPANY"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York
corporation, as warrant agent (the "WARRANT AGENT").
WHEREAS, the Company and Warrant Agent are parties to that
certain Warrant Agreement, dated as of April 11, 2000 (the "WARRANT
AGREEMENT") relating to 354,971 warrants (the "WARRANTS") to purchase an
aggregate (as of the date hereof, after giving effect to the Company's 2 for 1
stock split effected on June 1, 2000) of 4,234,804.03 shares of the common
stock, $0.0005 par value ("COMMON STOCK") of the Company;
WHEREAS, 54,971 warrants (the "SEPARATE WARRANTS")
exercisable (as of the date hereof) to purchase an aggregate of 655,804.03
shares of Common Stock under the Warrant Agreement are being cancelled by the
Company as of the date hereof and shall no longer be a part of or subject to
the Warrant Agreement;
WHEREAS, pursuant to Section 21 of the Warrant Agreement,
the Company and the Warrant Agent desire hereby to amend the Warrant Agreement
to provide for the cancellation of such Separate Warrants;
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. AMENDMENTS.
1.1 DEFINITIONS.
(a) The definition of "WARRANTS" shall be amended to mean
300,000 warrants to purchase an aggregate (as of the date hereof, after giving
effect to the Company's 2 for 1 stock split effected on June 1, 2000 in
accordance with the terms of the Warrant Agreement) of 3,579,000 shares of the
Common Stock of the Company, subject to further adjustment in accordance with
the terms of the Warrant Agreement. The definitions of "WARRANTS" and "UNIT
WARRANTS" shall be used interchangeably.
(b) The definition of "SEPARATE WARRANTS" shall be
deleted.
1.2 OTHER AMENDMENTS.
(a) The last sentence of Section 3.1 shall be deleted in
its entirety.
(b) The last sentence of Section 5 shall be deleted in
its entirety.
(c) Section 6.7(d) shall be deleted in its entirety.
(d) Footnote 3 in Exhibit A shall be deleted, together
with the corresponding legend.
Section 2. MISCELLANEOUS.
2.1 ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES. The Company and Warrant Agent hereby agree, for purposes of Section 12
of the Warrant Agreement, that, by virtue of the Company's 2 for 1 stock split
effected on June 1, 2000, each Warrant shall entitle the holder thereof to
purchase 11.93 shares of Common Stock of the Company at an exercise price of
$11.37 per share. The Company and Warrant Agent hereby agree to take all
action necessary under Section 15 to provide notice to the Warrant holders;
PROVIDED, HOWEVER, that the parties hereby waive the requirement of delivery
of a certificate of a firm of independent public accountants with respect to
the calculation of the revised Exercise Price.
2.2 WARRANT AGREEMENT OTHERWISE UNCHANGED. Except as
expressly amended hereby, the Warrant Agreement shall remain unchanged and in
full force and effect in accordance with its terms.
2.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.
2.4 COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original and
all of which collectively shall be deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, as of the day and year first above written.
UBIQUITEL INC.
By:
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Name:
Title:
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By:
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Name:
Title:
3
