Exhibit 10.35(b)
Void after October 16, 2001
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS
WARRANT AND SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. THIS
WARRANT AND SUCH SHARES MAY NOT BE TRANSFERRED EXCEPT UPON THE
CONDITIONS SPECIFIED HEREIN AND IN THE SUBSCRIPTION AGREEMENT, DATED
AS OF THE DATE HEREOF (AS AMENDED AND MODIFIED FROM TIME TO TIME), AND
NO TRANSFER OF THIS WARRANT OR SUCH SHARES SHALL BE VALID OR EFFECTIVE
UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.
ADDITIONALLY, THE TRANSFER OF THIS WARRANT AND SUCH SHARES IS SUBJECT TO
THE CONDITIONS SPECIFIED IN THE SECOND RESTATED AND AMENDED REGISTRATION
RIGHTS AGREEMENT DATED JULY 3, 1996 (THE "REGISTRATION RIGHTS AGREEMENT"),
EACH BY AND AMONG ADVANCED RADIO TELECOM CORP. ("TELECOM"), ADVANCED RADIO
TECHNOLOGIES CORPORATION, AND CERTAIN OTHER SIGNATORIES THERETO, AND NO
TRANSFER OF THIS WARRANT OR SUCH SHARES SHALL BE VALID OR EFFECTIVE UNTIL
SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF
SUCH CONDITIONS, ADVANCED RADIO TECHNOLOGIES CORPORATION AND TELECOM HAVE
AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS
LEGEND, FOR THIS WARRANT REGISTERED IN THE NAME OF SUCH HOLDER. COPIES OF
SUCH AGREEMENTS MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF ADVANCED RADIO
TECHNOLOGIES CORPORATION.
ADVANCED RADIO TECHNOLOGIES CORPORATION
COMMON STOCK PURCHASE WARRANT
ADVANCED RADIO TECHNOLOGIES CORPORATION, a Delaware corporation (the
"Company") having its principal office at 000 000xx Xxx., X.X., Xxxxxxxx, XX
00000 hereby certifies that, for value received, _______________ or assigns, is
entitled, subject to the terms set forth below, to purchase from the Company
commencing on October 16, 1997 and terminating at 5:00 P.M., New York City time,
on October 16, 2001 (the "Expiration Date") ________________ fully paid and
non-assessable shares of Common Stock (as defined), at the price per share (the
"Purchase Price") of $6.25. The number and character of such shares of Common
Stock and the Purchase Price are subject to adjustment as provided herein.
This Warrant is one of the Common Stock Purchase Warrants (the "Warrants")
originally issued in units with 14.75% promissory notes (the "Notes") as of the
Original Issue Date
(as defined) and evidencing the right to purchase an aggregate of 320,000 shares
of Common Stock subject to the adjustments as provided herein.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Company" includes any corporation which shall
succeed to or assume the obligations of the Company hereunder.
(b) The term "Common Stock" means the Common Stock, $.001 par
value, of the Company.
(c) The "Original Issue Date" is ___________, 1996 the date as
of which the Warrants were first issued.
(d) The term "Other Securities" refers to stock (other than
Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which the holders of the Warrants at any time shall be entitled to
receive, or shall have received, upon the exercise of the Warrants, in lieu of
or in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 6 hereof or otherwise.
(e) The term "Purchase Price" shall be the then applicable
exercise price for one share of Common Stock.
(f) The terms "registered" and "registration" refer to a
registration effected by filing a registration statement in compliance with the
Securities Act, to permit the disposition of Common Stock (or Other Securities)
issued or issuable upon the exercise of Warrants, and any post-effective
amendments and supplements filed or required to be filed to permit any such
disposition.
(g) The term "Securities Act" means the Securities Act of 1933
as the same shall be in effect at the time.
1. REGISTRATION, ETC. The Company shall have the same obligations to the
holder of the Warrant as it has to the New Bridge Warrant Holders of the Company
as set forth in the Second Restated and Amended Registration Rights Agreement
dated July 3, 1996 by and among the Company, Telecom and certain other
signatories thereto, subject to the consent of the other parties thereto, if
required.
2. SALE OR EXERCISE WITHOUT REGISTRATION. If, at the time of any
exercise, transfer or surrender for exchange of a Warrant or of Common Stock (or
Other Securities) previously issued upon the exercise of Warrants, such Warrant
or Common Stock (or Other Securities) shall not be registered under the
Securities Act, the Company may require, as a condition of allowing such
exercise, transfer or exchange, that the holder or transferee of such Warrant or
Common
Stock (or Other Securities), as the case may be, furnish to the Company a
satisfactory opinion of counsel to the effect that such exercise, transfer or
exchange may be made without registration under the Securities Act and any
applicable state securities laws, provided that nothing contained in this
Section 2 shall relieve the Company from complying with any request for
registration pursuant to Section 1 hereof.
3. EXERCISE OF WARRANT; PARTIAL EXERCISE; EXERCISE BY SURRENDER.
3.1. EXERCISE IN FULL. Subject to the provisions hereof, this Warrant
may be exercised in full by the holder hereof by surrender of this Warrant, with
the form of subscription attached hereto as SCHEDULE I duly executed by such
holder, to the Company at its principal office accompanied by payment, in cash
or by certified or official bank check payable to the order of the Company, in
the amount obtained by multiplying the number of shares of Common Stock called
for on the face of this Warrant (without giving effect to any adjustment
therein) by the Purchase Price.
3.2. PARTIAL EXERCISE. Subject to the provisions hereof, this Warrant
may be exercised in part by surrender of this Warrant in the manner and at the
place provided in Section 3.1 except that the amount payable by the holder upon
any partial exercise shall be the amount obtained by multiplying (a) the number
of shares of Common Stock (without giving effect to any adjustment therein)
designated by the holder in the form of subscription by (b) the Purchase Price.
Upon any such partial exercise, the Company at its expense will forthwith issue
and deliver to or upon the order of the holder hereof a new Warrant or Warrants
of like tenor, in the name of holder hereof or as such holder (upon payment by
such holder of any applicable transfer taxes) may request, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
equal (without giving effect to any adjustment therein) to the number of such
shares called for on the face of this Warrant minus the number of such shares
designated by the holder in the form of subscription at the end hereof.
3.3. EXERCISE BY SURRENDER OF WARRANT. In addition to the method of
payment set forth in Sections 3.1 and 3.2 and in lieu of any cash payment
required thereunder, the holder(s) of the Warrants shall have the right at any
time and from time to time to exercise the Warrants in full or in part by
surrendering the Warrants in the manner specified in Section 3.1 as payment of
the aggregate Purchase Price. The number of Warrants to be surrendered in
payment of the aggregate Purchase Price for the Warrant to be exercised shall be
determined by multiplying the number of Warrants to be exercised by the Purchase
Price, and then dividing the product thereof by an amount equal to the Market
Price (as defined below). Solely for the purposes of this paragraph, Market
Price shall be calculated as the average of the Market Prices for each of the
ten (10) trading days preceding the date which the form of election attached
hereto is deemed to have been sent to the Company ("Notice Date").
3.4. DEFINITION OF MARKET PRICE. As used herein, "Market Price" at
any date shall be deemed to be (i) if the principal trading market for such
securities is an exchange, the last reported sale price, or, in case no such
reported sale takes place on such date, the average of the last reported sale
prices for the last three (3) trading days, in either case as officially
reported on any consolidated tape, (ii) if the principal market for such
securities is the over-the-counter
market, the high bid price on such date as set forth by Nasdaq or, if the
security is not quoted on Nasdaq, the high bid price as set forth in the
National Quotation Bureau sheet listing such securities for such day.
Notwithstanding the foregoing, if there is no reported closing price or high bid
price, as the case may be, on the date next preceding the event requiring an
adjustment hereunder, then the Market Price shall be determined as of the latest
date prior to such day for which such closing price or high bid price is
available, or if the securities are not quoted on Nasdaq, as determined in good
faith by the Board of Directors of the Company, based on the best information
available to it.
3.5. COMPANY TO REAFFIRM OBLIGATIONS. The Company will, at the time
of any exercise of this Warrant, upon the request of the holder hereof,
acknowledge in writing its continuing obligation to afford to such holder any
rights (including, without limitation, any right to registration of the Common
Stock or Other Securities issued upon such exercise) to which such holder shall
continue to be entitled after such exercise in accordance with the provisions of
this Warrant, PROVIDED that if the holder of this Warrant shall fail to make any
such request, such failure shall not affect the continuing obligation of the
Company to afford such holder any such rights.
4. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within ten (10) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) shall cause to be issued in the
name of and delivered to the holder hereof, or as such holder (upon payment by
such holder of any applicable transfer taxes) may direct, a certificate or
certificates for the number of full paid and non-assessable shares of Common
Stock (or Other Securities) to which such holder shall be entitled upon such
exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash equal to such fraction multiplied by the then
current market value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such holder
is entitled upon such exercise pursuant to Section 5 hereof or otherwise.
5. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK, PROPERTY, ETC.;
RECLASSIFICATION, ETC. In case at any time or from time to time after the
Original Issue Date the holders of Common Stock shall have received, or (on or
after the record date fixed for the determination of stockholders eligible to
receive) shall have become entitled to receive, without payment therefor
(a) other or additional stock or other securities or property
(other than cash) by way of dividend, or
(b) any cash paid or payable (including, without limitation, by
way of dividend), except out of earned surplus of the Company, or
(c) other or additional (or less) stock or other securities or
property (including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement,
then, and in each such case, the holder of this Warrant, upon the exercise
hereof as provided in Section 3, shall be entitled to receive the amount of
stock and other securities and property (including cash in the cases referred to
in subdivisions (b) and (c) of this Section 5 which such holder would hold on
the date of such exercise if on the Original Issue Date it had been the holder
of record of the number of shares of Common Stock called for on the face of this
Warrant and had thereafter, during the period from the Original Issue Date to
and including the date of such exercise, retained such shares and all such other
or additional (or less) stock and other securities and property (including cash
in the cases referred to in subdivisions (b) and (c) of this Section 5)
receivable as aforesaid during such period, giving effect to all adjustments
called for during such period by Sections 6 and 7 hereof.
6. REORGANIZATION, CONSOLIDATION, MERGER, ETC.
In case the Company after the Original Issue Date shall (a) effect a
reorganization, (b) consolidate with or merge into any other person, or (c)
transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Company, then, in each such case, the holder of this Warrant, upon the exercise
hereof as provided in Section 3 at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall be entitled to receive (and the Company
shall be entitled to deliver), in lieu of the Common Stock (or Other Securities)
issuable upon such exercise prior to such consummation or such effective date,
the stock and other securities and property (including cash) to which such
holder would have been entitled upon such consummation or in connection with
such dissolution, as the case may be, if such holder had so exercised this
Warrant immediately prior thereto, all subject to further adjustment thereafter
as provided in Sections 5 and 7 hereof.
7. OTHER ADJUSTMENTS.
7.1. GENERAL. In any case to which Sections 5 and 6 hereof are not
applicable,
(a) where the Company shall sell shares of its Common Stock on
or prior to December 31, 1996 at a price per share (the "New Purchase
Price") less than $6.25 (except where such shares are sold pursuant to the
exercise of any warrant or option issued prior to the Original Issue Date),
the Purchase Price in effect hereunder shall be reduced to the New Purchase
Price; PROVIDED that where the Company shall sell shares of Common Stock at
varying prices per share less than $6.25, the New Purchase Price shall be
equal to the lowest price per share received by the Company in connection
with such sales;
(b) where the Company fails to acquire additional financing or
financings with aggregate gross proceeds in excess of $30 million on or
prior to December 31, 1996, and the Company shall sell shares of its Common
Stock (except where such shares are sold pursuant to the exercise of any
warrant or option issued prior to the Original Issue Date or in connection
with any debt financing of the Company with gross proceeds of $15 million
or more) thereafter, at a price per share
(the "Equity Financing Price") less than $6.25, the Purchase Price in
effect hereunder shall be reduced to the Equity Financing Price; PROVIDED
that where the company shall sell shares of Common Stock at varying prices
per share less than $6.25, the Equity Financing Price shall be equal to the
lowest price per share received by the Company in connection with such
sales; PROVIDED FURTHER that the number of shares of Common Stock which may
be purchased upon exercise of this Warrant shall be increased to a number
equal to the principal amount of the Note issued in a unit with this
Warrant divided by the New Purchase Price; and
(c) where subdivisions (a) and (b) of this Section 7.1 are not
applicable and the Company shall issue or sell shares of its Common Stock
after the Original Issue Date without consideration or for a consideration
per share less than the Purchase Price in effect pursuant to the terms of
this Warrant at the time of issuance or sale of such additional shares
(except where such shares are issued or sold pursuant to the exercise of
any warrant or option or issued prior to the Original Issue Date or in
connection with any debt financing of the Company with gross proceeds of
$15 million or more), then the Purchase Price in effect hereunder shall
simultaneously with such issuance or sale be reduced to a price determined
by dividing (i) an amount equal to (A) the total number of shares of Common
Stock outstanding immediately prior to such issuance or sale multiplied by
the Purchase Price in effect hereunder at the time of such issuance or
sale, plus (B) the consideration, if any, received by the Company upon such
issuance or sale, by (ii) the total number of shares of Common Stock
outstanding immediately after issuance or sale of such additional shares.
7.2. CONVERTIBLE SECURITIES. In case the Company shall issue or sell
any securities convertible into Common Stock of the Company ("Convertible
Securities") after the Original Issue Date, there shall be determined the price
per share for which Common Stock is issuable upon the conversion or exchange
thereof, such determination to be made by dividing (a) the total amount received
or receivable by the Company as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange
thereof, by (b) the maximum number of shares of Common Stock of the Company
issuable upon the conversion or exchange of all of such Convertible Securities.
If the price per share so determined shall be less than the
applicable Purchase Price, then such issue or sale shall be deemed to be an
issue or sale for cash (as of the date of issue or sale of such Convertible
Securities) of such maximum number of shares of Common Stock at the price per
share so determined, PROVIDED that, if such Convertible Securities shall by
their terms provide for an increase or increases, with the passage of time, in
the amount of additional consideration, if any, to the Company, or in the rate
of exchange, upon the conversion or exchange thereof, the adjusted Purchase
Price shall, forthwith upon any such increase becoming effective, be readjusted
to reflect the same, and PROVIDED, FURTHER, that upon the expiration of such
rights of conversion or exchange of such Convertible Securities, if any thereof
shall not have been exercised, the adjusted Purchase Price shall forthwith be
readjusted and thereafter be the price which it would have been had an
adjustment been made on the basis that the only shares of Common Stock so issued
or sold were issued or sold upon the conversion or
exchange of such Convertible securities, and that they were issued or sold for
the consideration actually received by the Company upon such conversion or
exchange, plus the consideration, if any, actually received by the Company for
the issue or sale of all of such Convertible Securities which shall have been
converted or exchanged.
7.3. RIGHTS AND OPTIONS. In case the Company shall grant any rights
or options to subscribe for, purchase or otherwise acquire Common Stock (other
than rights or options granted under the Company's Equity Incentive Plan and
1996 Non-Employee Directors Automatic Stock Option Plan or in connection with
any debt financing of the Company with gross proceeds of $15 million or more),
there shall be determined the price per share for which Common Stock is issuable
upon the exercise of such rights or options, such determination to be made by
dividing (a) the total amount, if any, received or receivable by the Company as
consideration for the granting of such rights or options, plus the minimum
aggregate amount of additional consideration payable to the Company upon the
exercise of such rights or options, by (b) the maximum number of shares of
Common Stock of the Company issuable upon the exercise of such rights or
options.
If the price per share so determined shall be less than the
applicable Purchase Price, then the granting of such rights or options shall be
deemed to be an issue or sale for cash (as of the date of the granting of such
rights or options) of such maximum number of shares of Common Stock at the price
per share so determined, PROVIDED that, if such rights or options shall be their
terms provide for an increase or increases, with the passage of time, in the
amount of additional consideration, if any, payable to the Company upon the
exercise thereof, the adjusted purchase price per share shall, forthwith upon
any such increase becoming effective, be readjusted to reflect the same, and
PROVIDED, FURTHER, that upon the expiration of such rights or options, if any
thereof shall not have been exercised, the adjusted Purchase Price shall
forthwith be readjusted and thereafter be the price which it would have been had
an adjustment been made on the basis that the only shares of Common Stock so
issued or sold were those issued or sold upon the exercise of such rights or
options, and that they were issued or sold for the consideration actually
received by the Company upon such exercise, plus the consideration, if any,
actually received by the Company for the granting of all such rights or options,
whether or not exercised.
8. FURTHER ASSURANCES. The Company will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable shares of stock upon the exercise of all Warrants
from time to time outstanding.
9. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of any
adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable upon the exercise of the Warrants, the Company at its expense will
promptly cause the Company's regularly retained auditor to compute such
adjustment or readjustment in accordance with the terms of the Warrants and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based, and the
number of shares of Common Stock outstanding or deemed to be outstanding. The
Company will forthwith mail a copy of each such certificate to each holder of a
Warrant.
10. NOTICES OF RECORD DATE, ETC. In the event of
(a) any taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend (other than a cash dividend payable
out of earned surplus of the Company) or other distribution, or any right
to subscribe for, purchase or otherwise acquire any shares of stock of any
class or any other securities or property, or to receive any other right,
or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or
any transfer of all or substantially all the assets of the Company to, or
consolidation or merger of the Company with or into any other person, or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or
(d) any proposed issue or grant by the Company of any shares of
stock of any class or any other securities, or any right or option to
subscribe for, purchase or otherwise acquire any shares of stock of any
class or any other securities (other than the issue of Common Stock on the
exercise of the Warrants), then and in each such event the Company will
mail or cause to be mailed to each holder of a Warrant a notice specifying
(i) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character
of such dividend, distribution or right, (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take
place, and the time, if any, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of
Common Stock (or Other Securities) for securities or other property
deliverable upon such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up,
and (iii) the amount and character of any stock or other securities, or
rights or options with respect thereto, proposed to be issued or granted,
the date of such proposed issue or grant and the persons or class of
persons to whom such proposed issue or grant and the persons or class of
persons to whom such proposed issue or grant is to be offered or made.
Such notice shall be mailed at least twenty (20) days prior to the date
therein specified.
11. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS. The
Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable upon the exercise of the Warrants.
12. LISTING ON SECURITIES EXCHANGES; REGISTRATION. If the Company at any
time shall list the Common Stock on any national securities exchange and shall
register the Common Stock under the Securities Exchange Act of 1934 (as then in
effect, or any similar statute then in effect), the Company will, at its
expense, simultaneously list on such exchange, upon official notice of issuance
upon the exercise of the Warrants, and maintain such listing of all shares of
Common Stock from time to time issuable upon the exercise of the Warrants; and
the Company will so list on any national securities exchange, will so register
and will maintain such listing of, any Other Securities if and at the time that
any securities of like class or similar type shall be listed on such national
securities exchange by the Company.
13. EXCHANGE OF WARRANTS. Subject to the provisions of Section 2 hereof,
upon surrender for exchange of any Warrant, properly endorsed, to the Company,
the Company at its own expense will issue and deliver to or upon the order of
the holder thereof a new Warrant or Warrants of like tenor in the name of such
holder or as such holder (upon payment by such holder of any applicable transfer
taxes) may direct calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
or Warrants so surrendered.
14. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon delivery
of an indemnity agreement reasonably satisfactory in form and amount to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company at its expense will execute and deliver, in lieu
thereof, a new Warrant of like tenor.
15. WARRANT AGENT. The Company may, by written notice to each holder of a
Warrant, appoint an agent having an office in New York, New York, for the
purpose of issuing Common Stock (or Other Securities) upon the exercise of the
Warrants pursuant to Section 3, exchanging Warrants pursuant to Section 13,
replacing Warrants pursuant to Section 14, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by
such agent.
16. REMEDIES. The Company stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
17. NEGOTIABILITY, ETC. This Warrant is issued upon the following terms,
to all of which each holder or owner hereof by the taking hereof, consents and
agrees:
(a) subject to the provisions hereof, title to this Warrant may
be transferred by endorsement (by the holder hereof executing the form of
assignment attached hereto as SCHEDULE III) and delivery in the same manner
as in the case of a negotiable instrument transferable by endorsement and
delivery;
(b) subject to the foregoing, any person in possession of this
Warrant properly endorsed is authorized to represent himself as absolute
owner hereof and is empowered to transfer absolute title hereto by
endorsement and delivery hereof to a bona fide purchaser hereof for value;
each prior taker or owner waives and renounces all of his equities or
rights in this Warrant in favor of each such bona fide
purchaser and each such bona fide purchaser shall acquire absolute title
hereto and to all rights represented hereby; and
(c) until this Warrant is transferred on the books of the
Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.
18. NOTICES, ETC. All notices and other communications from the Company
to the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder, or, until an address is so furnished, to
and at the address of the last holder of this Warrant who has so furnished an
address to the Company.
19. MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant is being delivered in the State of New York and shall
be construed and enforced in accordance with and governed by the laws of such
State. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof.
20. ASSIGNABILITY. Subject to the transfer conditions referred to in the
legend endorsed hereon, this Warrant is fully assignable at any time upon
surrender of this Warrant with a properly executed form of assignment at the
principal office of the Company.
Dated:
ADVANCED RADIO TECHNOLOGIES
CORPORATION
By
--------------------------
[Corporate Seal]
Attest:
-----------------------------
Secretary
SCHEDULE I
FORM OF SUBSCRIPTION
(To be signed only upon exercise of the Warrant)
To: ADVANCED RADIO TECHNOLOGIES CORPORATION
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, _____* shares of Common Stock of ADVANCED RADIO
TECHNOLOGIES CORPORATION, and herewith makes payment of
$ therefor, and requests that the certificates for such shares be
issued in the name of, and delivered to, , whose address is
Dated:
--------------------------------------------
(Signature must conform in all respects to
name of the holder as specified on the face
of the Warrant)
--------------------------------------------
(Address)
------------------------
* Insert here the number of shares called for on the face of the Warrant (or,
in the case of a partial exercise, the portion thereof as to which the
Warrant is being exercised), in either case without making any adjustment
for additional shares of Common Stock or any other stock or other
securities or property or cash which, pursuant to the adjustment provisions
of the Warrant, may be deliverable upon exercise.
SCHEDULE II
FORM OF ELECTION
(To be signed only upon exercise by surrender of the Warrant)
To: ADVANCED RADIO TECHNOLOGIES CORPORATION
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase in accordance with Section 3.3 thereunder, _____* shares of Common
Stock of ADVANCED RADIO TECHNOLOGIES CORPORATION, and requests that the
certificates for such shares be issued in the name of, and delivered to, ,
whose address is
In payment therefor, a number of Warrants (included in the within
Warrant) is hereby surrendered in accordance with Section 3.3 hereof.
Dated:
------------------------------------------
(Signature must conform in all respects to
name of the holder as specified on the face
of the Warrant)
------------------------------------------
(Address)
------------------------
* Insert here the number of shares to be issued upon surrender of Warrants,
without making any adjustment for additional Common Stock or any other
stock or other securities or property or cash which, pursuant to the
adjustment provisions of the Warrant, may be deliverable upon exercise.
SCHEDULE III
FORM OF ASSIGNMENT
(To be signed only upon transfer of the Warrant)
For value received, the undersigned hereby sells, assigns and transfers
unto the right
represented by the within Warrant to purchase shares of Common
Stock of [_____________] to which the within Warrant relates, and appoints
Attorney to transfer such right on the books of
[_________________] with full power of substitution in the premises. The
Warrant being transferred hereby is one of an aggregate of [___________] Common
Stock Purchase Warrants issued by [______________] as of [_______________], 19__
Dated:
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(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant)
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(Address)
---------------------------------
Signature guaranteed by a Bank
or Trust Company having its
principal office in New York City
or by a Member Firm of the New
York or American Stock Exchange
