EXHIBIT 4.4
WARRANT
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Right to Purchase Shares of Common Stock
of Wireless, Inc.
This Warrant and any shares acquired upon the exercise of this Warrant have
not been registered under the Securities Act of 1933, as amended, and may not be
sold or transferred in the absence of such registration or an exemption
therefrom under such Act or any applicable state securities laws. Furthermore,
this Warrant and any shares acquired upon the exercise of this Warrant may be
sold or otherwise transferred only in compliance with the conditions specified
in Section 12 of the Securities Purchase Agreement referred to hereinafter,
complete and correct copies of which are available for inspection at the
principal office of Wireless, Inc. and will be furnished without charge to the
holder of this Warrant upon written request.
This Warrant is also subject to certain put rights of the holder hereof set
forth in said Securities Purchase Agreement. This Warrant is issued pursuant to
the Securities Purchase Agreement and if any provision of this Warrant is found
to conflict with the Securities Purchase Agreement, the provisions of the
Securities Purchase Agreement shall prevail.
The shares represented by this certificate are subject to the terms of a
certain Fifth Amended and Restated Investors' Rights Agreement, dated as of even
date herewith, among Wireless, Inc. and certain investors. The Fifth Amended and
Restated Investors' Rights Agreement contains certain restrictive provisions
relating to the voting and transfer of shares of the stock represented thereby.
A copy of the Fifth Amended and Restated Investors' Rights Agreement is on file
at Wireless, Inc.'s principal offices. Upon written request to the Secretary of
Wireless, Inc., a copy of the Fifth Amended and Restated Investors' Rights
Agreement will be provided without charge to appropriately interested persons.
No.
Wireless, Inc.
Common Stock Purchase Warrant
Wireless, Inc., a California corporation (together with any corporation
which shall succeed to or assume the obligations of Wireless, Inc. hereunder,
the "COMPANY"), hereby certifies that, for value received, __________ or its
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company from time to time in accordance with Section 2.2 hereof, until the
termination in full or in part of this Warrant pursuant to Section 2.4 hereof,
up to _____ fully paid and non-assessable shares of Common Stock (as defined in
Section 12 hereof) at an initial purchase price per share of $.75 (such price
per share as adjusted from time to time as provided herein is referred to herein
as the "EXERCISE
PRICE"). The number of shares of Common Stock for which this Warrant is
exercisable and the Exercise Price are subject to adjustment as provided herein.
This Warrant is issued pursuant to the Securities Purchase Agreement (as
amended and in effect from time to time, the "SECURITIES PURCHASE AGREEMENT"),
dated as of September 30, 1999, among the Company, GMN Investors II, L.P. and
Stratford Equity Partners, L.P. and the other investors listed on Exhibit A
attached thereto, a copy of which is on file at the principal office of the
Company. The holder of this Warrant shall be entitled to all of the benefits
and shall be subject to all of the obligations of the Securities Purchase
Agreement.
1. DEFINITIONS. Terms defined in the Securities Purchase Agreement and not
otherwise defined herein are used herein with the meanings so defined. Certain
terms are used in this Warrant as specifically defined in Section 12 hereof.
2. EXERCISE OF WARRANT.
2.1 EXERCISE. This Warrant may be exercised prior to its expiration
pursuant to Section 2.4 hereof by the holder hereof from time to time in
accordance with Section 2.2, by surrender of this Warrant, with the form of
subscription at the end hereof duly executed by such holder, to the Company at
its principal office, accompanied by payment, by certified or official bank
check payable to the order of the Company or by wire transfer to its account, in
the amount obtained by multiplying the number of shares of Common Stock for
which this Warrant is then being exercised by the Exercise Price then in effect.
In the event the Warrant is not exercised in full, 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 the 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 (without giving effect to any adjustment therein) for
which this Warrant shall have been exercised. Upon any exercise of this Warrant,
in whole or in part, the holder hereof may pay the aggregate Exercise Price with
respect to the shares of Common Stock for which this Warrant is then being
exercised (collectively, the "EXERCISE SHARES") by surrendering its rights to a
number of Exercise Shares having a fair market value equal to or greater than
the required aggregate Exercise Price, in which case the holder hereof would
receive the number of Exercise Shares to which it would otherwise be entitled
upon such exercise, less the surrendered shares. For purposes of this Section
2.1, the fair market value of one share of Common Stock shall be equal to (i) in
the event such exercise is being made in connection with the occurrence of a
Capital Transaction, the Repurchase Price of such interest determined in
accordance with Section 13.5 of the Securities Purchase Agreement and (ii) in
all other cases, the Repurchase Price of such interest determined in accordance
with Section 13.4 of the Securities Purchase Agreement.
2.2 WARRANT AGENT. In the event that a bank or trust company shall have
been appointed as trustee for the holder of the Warrant pursuant to Section 6.2
hereof, such bank or trust company shall have all the powers and duties of a
warrant agent appointed pursuant to Section 13
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hereof and shall accept, in its own name for the account of the Company or such
successor entity as may be entitled thereto, all amounts otherwise payable to
the Company or such successor, as the case may be, on exercise of this Warrant
pursuant to this Section 2.
2.3 TERMINATION. This Warrant shall terminate in full upon the earliest to
occur of (i) exercise in full, (ii) the fifth anniversary of the date on which
all shares of the Company's preferred stock owned or held by the Holder of this
Warrant have been redeemed or paid in full (including all accrued and unpaid
dividends thereon) or converted into Common Stock, and (iii) March 31, 2005.
3. PUT OPTION; REGISTRATION RIGHTS. The holder of this Warrant has the option
to require the Company to purchase this Warrant and/or shares of Warrant Stock
at the times and in the manner specified in Section 13 of the Securities
Purchase Agreement. The holder of this Warrant has the right to cause the
Company to register this Warrant, and/or shares of Warrant Stock issued upon
exercise hereof, under the Securities Act and any blue sky or securities laws
of any jurisdictions within the United States at the time and in the manner
specified in the Investors Rights Agreement.
4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
4.1 DELIVERY. 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),
will 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 fully paid and
non-assessable shares of Common Stock (or Other Securities) to which such holder
shall be entitled on such exercise, together with any other stock or other
securities and property (including cash, where applicable) to which such holder
is entitled upon such exercise.
4.2 FRACTIONAL SHARES. In the event that the exercise of this Warrant, in
full or in part, results in the issuance of any fractional share of Common
Stock, then in such event the holder of this Warrant shall be entitled to cash
equal to the fair market value of such fractional share as determined in good
faith by the Company's Board of Directors.
5. ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS AND RECLASSIFICATIONS.
In case at any time or from time to time, the holders of Common Stock shall have
received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor:
(a) other or additional stock, other securities, or property (other
than cash) by way of dividend; or
(b) 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 restructuring;
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OTHER THAN additional shares of Common Stock issued as a stock dividend or in a
stock-split (adjustments in respect of which are provided for in Section 7
hereof), then and in each such case the holder of this Warrant, on the exercise
hereof as provided in Section 2 hereof, shall be entitled to receive the amount
of stock and other securities and property (including cash in the case referred
to in subsection (b) of this Section 5) which such holder would have received
prior to or would have held on the date of such exercise if on the date hereof
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
date hereof to and including the date of such exercise, retained such shares and
all such other or additional stock and other securities and property (including
cash in the case referred to in subsection (b) of this Section 5) receivable by
such holder as aforesaid during such period, without interest, giving effect to
all further adjustments called for during such period by Sections 6 and 7
hereof.
6. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
6.1 CERTAIN ADJUSTMENTS. In case at any time or from time to time, the
Company shall (i) effect a capital reorganization, reclassification or
recapitalization, (ii) consolidate with or merge into any other person, or (iii)
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, on the exercise
hereof as provided in Section 2 hereof at any time after the consummation of
such reorganization, recapitalization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or 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.
6.2 APPOINTMENT OF TRUSTEE FOR WARRANT HOLDERS UPON DISSOLUTION. In the
event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall, at its expense, deliver or cause to be delivered the stock
and other securities and property (including cash), where applicable) receivable
by the holders of the Warrant after the effective date of such dissolution
pursuant to this Section 6 to a bank or trust company having its principal
office in Boston, Massachusetts, as trustee for the holder or holders of the
Warrant.
6.3 CONTINUATION OF TERMS. Upon any reorganization, consolidation, merger
or transfer (and any dissolution following any transfer) referred to in this
Section 6, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer, the person
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acquiring all or substantially all of the properties or assets of the Company,
whether or not such person shall have expressly assumed the terms of this
Warrant as provided in Section 8 hereof.
7. ADJUSTMENTS FOR ISSUANCE OF COMMON STOCK AND AMOUNT OF OUTSTANDING COMMON
STOCK.
7.1 GENERAL. If at any time there shall occur any stock split, stock
dividend, reverse stock split or other subdivision of the Company's Common Stock
("STOCK EVENT"), then the number of shares of Common Stock to be received by the
holder of this Warrant shall be appropriately adjusted such that the proportion
of the number of shares issuable hereunder to the total number of shares of the
Company (on a fully diluted basis) prior to such Stock Event is equal to the
proportion of the number of shares issuable hereunder to the total number of
shares of the Company (on a fully-diluted basis) after such Stock Event and the
Exercise Price shall be appropriately adjusted such that the aggregate Exercise
Price for the total number of shares of the Company issuable hereunder prior to
such Stock Event is equal to the aggregate Exercise Price for the total number
of shares of the Company issuable hereunder after such Stock Event; PROVIDED
that in no event will the Exercise Price be less than the par value of the
Common Stock.
7.2 SALE OF COMMON STOCK. If at any time there shall occur any issuance or
sale by the Company of any shares of Common Stock or of any securities
convertible into or exchangeable for shares of Common Stock or any warrants,
options, subscriptions or purchase rights with respect to shares of Common Stock
or securities convertible into or exchangeable for shares of Common Stock (any
of the foregoing events being referred to herein as a "STOCK SALE EVENT" and the
securities issued in connection therewith being referred to herein as "NEW
SECURITIES"), so that (i) the total number of shares of Common Stock of the
Company on a fully-diluted basis immediately following such issuance or sale
exceeds the total number of shares of Common Stock on a fully-diluted basis
immediately following the issuance of the Warrants and (ii) the New Security
Price Per Share (as defined herein) of such newly issued securities is lower
than the then current Warrant Price Per Share (as defined herein), then the
number of shares of Common Stock to be received by the holder of this Warrant
under the unexercised portion of this Warrant shall be increased by multiplying
such number by the Factor (defined below), and the Exercise Price shall be
appropriately adjusted such that the aggregate Exercise Price for the total
number of shares of Common Stock of the Company issuable hereunder prior to such
Stock Sale Event is equal to the aggregate Exercise Price for the total number
of shares of Common Stock of the Company issuable hereunder after such Stock
Sale Event; provided, however, that the foregoing provisions shall not apply to
the issuance of any options or the issuance of any Common Stock upon exercise of
options issued pursuant to the Company's 1997 Stock Option/Stock Issuance Plan
or any shares of Common Stock issued pursuant to the Warrants. The Factor shall
be the quotient obtained by dividing one (1) by a fraction, the numerator of
which is the New Security Price Per Share and the denominator of which is the
Warrant Price Per Share. For purposes hereof, "WARRANT PRICE PER SHARE" shall
mean the "Conversion Price" as defined in the Certificate of Determination of
Preferences and Rights of Series E Preferred Stock of the Company (subject to
adjustment in the event of any stock splits, stock dividends, recapitalizations,
reorganizations and the like with respect to the Common Stock). For purposes
hereof, "NEW SECURITY PRICE PER SHARE"
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shall mean (a) the sum of (I) the aggregate consideration paid by the purchasers
of the applicable New Securities for such New Securities plus (II) in the case
of any warrants, options, subscriptions or purchase rights with respect to
shares of Common Stock or securities convertible into or exchangeable for shares
of Common Stock, the minimum amount of consideration, if any, payable to the
Company upon exercise, conversion or exchange thereof (provided that, if the New
Securities are issued for no consideration, the consideration paid under this
clause (a) shall be deemed to be $.01 per share), divided by (b) the total
number of shares of Common Stock of the Company issued or sold to such
purchasers or to which such purchasers are entitled to convert the New
Securities.
7.3 OTHER SECURITIES. In case any Other Securities shall have been issued,
or shall then be subject to issue upon the conversion or exchange of any stock
(or Other Securities) of the Company (or any other issuer of Other Securities or
any other entity referred to in Section 6 hereof) or to subscription, purchase
or other acquisition pursuant to any rights or options granted by the Company
(or such other issuer or entity), the holder hereof shall be entitled to receive
upon exercise hereof such amount of Other Securities (in lieu of or in addition
to Common Stock) as is determined in accordance with the terms hereof, treating
all references to Common Stock herein as references to Other Securities to the
extent applicable, and the computations, adjustments and readjustments provided
for in this Section 7 with respect to the number of shares of Common Stock
issuable upon exercise of this Warrant shall be made as nearly as possible in
the manner so provided and applied to determine the amount of Other Securities
from time to time receivable on the exercise of the Warrant, so as to provide
the holder of the Warrant with the benefits intended by this Section 7 and the
other provisions of this Warrant.
8. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its Charter
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance of performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holder of the Warrant as described herein, in the
Securities Purchase Agreement or in any other Related Agreement, against
dilution. Without limiting the generality of the foregoing, the Company (i) will
not increase the par value of any shares of stock receivable on the exercise of
the Warrant above the amount payable therefor on such exercise, (ii) 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 on the
exercise of the Warrant from time to time outstanding, (iii) will not issue any
capital stock of any class which is preferred as to dividends or as to the
distribution of assets upon voluntary or involuntary dissolution, liquidation or
winding up, unless the rights of the holders thereof shall be limited to a fixed
sum or percentage of par value in respect of participation in dividends and in
any such distribution of assets, (iv) will comply in all respects with the
provisions of Sections 6.1 through 6.18 and 7.1 through 7.11 of the Securities
Purchase Agreement except to the extent such compliance may be waived by Section
18 of the Securities Purchase Agreement, and (v) will not transfer all or
substantially all of its properties and assets to any other entity (corporate or
otherwise), or consolidate with or merge into any other entity or permit any
such entity to consolidate with or merge into the Company (if the Company is not
the surviving entity), unless
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such other entity shall expressly assume in writing and will be bound by all the
terms of this Warrant and the Securities Purchase Agreement.
9. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of any event that
may require any adjustment or readjustment in the shares of Common Stock
issuable on the exercise of this Warrant, the Company at its expense will
promptly prepare a certificate setting forth such adjustment or readjustment, or
stating the reasons why no adjustment or readjustment is being made, and
showing, in detail, the facts upon which any such adjustment or readjustment is
based, including a statement of (i) the number of shares of the Company's Common
Stock then outstanding on a fully diluted basis, and (ii) the number of shares
of Common Stock to be received upon exercise of this Warrant, in effect
immediately prior to such adjustment or readjustment and as adjusted and
readjusted (if required by Section 7) on account thereof. The Company will
forthwith mail a copy of each such certificate to the Majority Holders of the
Warrants, and will, on the written request at any time of the Majority Holders
of the Warrants, furnish to such holders a like certificate setting forth the
calculations used to determine such adjustment or readjustment. At its option,
the Majority Holders of the Warrants may confirm the adjustment noted on the
certificate by causing such adjustment to be computed by an independent
certified public accountant at the expense of the Company.
10. NOTICES OF RECORD DATE. 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 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 any 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
this Warrant),
then, and in each such event, the Company will mail or cause to be mailed to the
Majority Holders of the Warrants 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
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winding-up is anticipated to take place, and the time, if any is to be fixed, 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 on 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 is to be
offered or made. Such notice shall be mailed at least thirty (30) days prior to
the date specified in such notice on which any such action is to be taken.
11. RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT. The Company will at
all times reserve and keep available, solely for issuance and delivery on the
exercise of this Warrant, a number of shares of Common Stock equal to the total
number of shares of Common Stock from time to time issuable upon exercise of
this Warrant, and from time to time, will take all steps necessary to amend its
Charter to provide sufficient reserves of shares of Common Stock issuable upon
exercise of this Warrant.
12. DEFINITIONS. As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:
12.1 The term COMMON STOCK includes (i) the Company's Common Stock, no par
value per share, (ii) any other capital stock of any class or classes (however
designated) of the Company, the holders of which shall have the right, without
limitation as to amount, either to all or to a share of the balance of current
dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference, and (iii) any other
securities into which or for which any of the securities described in clauses
(i) or (ii) above have been converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.
12.2 The term OTHER SECURITIES refers to any stock (other than Common
Stock) and other securities of the Company or any other entity (corporate or
otherwise) (i) which the holder of this Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of this Warrant, in lieu of or
in addition to Common Stock, or (ii) which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or
Other Securities, in each case pursuant to Section 5 or 6 hereof.
13. WARRANT AGENT. The Company may, by written notice to the holder of this
Warrant, appoint an agent having an office in Boston, Massachusetts for the
purpose of issuing Common Stock on the exercise of this Warrant pursuant to
Section 2 hereof, and exchanging or replacing this Warrant pursuant to the
Securities Purchase Agreement, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.
14. 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
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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.
15. NOTICES. 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, or sent by overnight courier (or sent in the form of a
telex or telecopy) at such address as may have been furnished to the Company in
writing by such holder or, until any such holder furnishes to the Company an
address, then to, and at the adress of, the last holder of this Warrant who has
so furnished an address to the Company.
16. MISCELLANEOUS. In case any provision of this Warrant shall be invalid,
illegal or unenforceable, or partially invalid, illegal or unenforceable, the
provision shall be enforced to the extent, if any, that it may legally be
enforced and the validity, legality and enforceabilty of the remaining
provisions shall not in any way be affected or impaired thereby. This Warrant
and any term hereof may be changed, waived, discharged or terminated only by a
statement in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought. This Warrant shall be
governed by and construed in accordance with the domestic substantive laws (and
not the conflict of law rules) of the Commonwealth of Massachusetts. The
headings in this Warrant are for purposes of reference only, and shall not
limit or otherwise affect any of the terms hereof. This Warrant shall take
effect as an instrument under seal.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized officer and its corporate seal to be impressed hereon and
attested by its Secretary.
Dated as of October 10, 1999
WIRELESS, INC.
(Corporate Seal) By:
------------------------------------------
Title:
---------------------------------------
Attest:
----------------------------------
Secretary
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FORM OF SUBSCRIPTION
(To be signed only on exercise
of Common Stock Purchase Warrant)
TO: Wireless, Inc.
The undersigned, the Holder of the within Common Stock Purchase Warrant,
hereby irrevocably elects to exercise this Common Stock Purchase Warrant for,
and to purchase thereunder _______ shares of the Common Stock of Wireless, Inc.,
a California 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 Holder as
specified on the face of the
Warrant)
---------------------------------------------
(Address)
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FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto __________________ the right represented by the within Warrant to purchase
_______________ shares of the Common Stock of Wireless, Inc., a California
corporation, to which the within Warrant relates, and appoints
__________________ attorney to transfer such right on the books of Wireless,
Inc., with full power of substitution in the premises.
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