(FORM OF FACE OF WARRANT CERTIFICATE)
No. R- Warrant to Purchase
[____________]
Shares of Common Stock
Void after ____________, 2005 (or earlier upon redemption).
RADYNE COMSTREAM, INC.
REDEEMABLE COMMON STOCK PURCHASE WARRANT
This certifies that FOR VALUE RECEIVED
____________________________ or registered assigns (the "Registered Holder") is
the owner of the number of Redeemable Common Stock Purchase Warrants
("Warrants") specified above. Each Warrant initially entitles the Registered
Holder to purchase, subject to the terms and conditions set forth in this
Certificate and the Warrant Agreement (as hereinafter defined), one (1) fully
paid and nonassessable share of Common Stock, par value $.002 per share (the
"Common Stock"), of Radyne ComStream, Inc., a New York corporation (the
"Company"), at any time during the period commencing with the issuance of this
Warrant and ending on the Expiration Date, as hereinafter defined, by delivery
of this Warrant, with the Subscription Form on the reverse hereof duly executed,
at the corporate office of Continental Stock Transfer & Trust Company, as
Warrant Agent, or its successor (the "Warrant Agent"), accompanied by payment of
$______, subject to adjustment as provided in the Warrant Agreement (the
"Purchase Price") in lawful money of the United States of America in cash or by
official bank or certified check made payable to the order of the Company.
This Warrant Certificate and each Warrant represented hereby
are issued pursuant to and are subject in all respects to the terms and
conditions set forth in the Warrant Agreement (the "Warrant Agreement"), dated
as of ____________, 2000, by and between the Company and the Warrant Agent.
In the event of certain contingencies provided for in the
Warrant Agreement, the Purchase Price or the number of shares of Common Stock
subject to purchase upon the exercise of each Warrant represented hereby are
subject to modification or adjustment.
Each Warrant represented hereby is exercisable at the option
of the Registered Holder, but no fractional shares of Common Stock will be
issued. In the case of the exercise of less than all the Warrants represented
hereby, the Company shall cancel this Warrant Certificate upon the surrender
hereof and shall execute and deliver a new Warrant Certificate or Warrant
Certificates of like tenor, which the Warrant Agent shall countersign, for the
balance of such Warrants.
The term "Expiration Date" shall mean 5:00 p.m. Eastern time
on ____________, 2005 or earlier upon redemption as hereinafter provided. If
such date shall in the State of New York be a holiday or a day on which the
banks are authorized or required to close, then the Expiration Date shall mean
5:00 Eastern time the next following day which in the State of New York is not a
holiday or a day on which banks are authorized or required to close. Under
certain circumstances as provided in the Warrant Agreement, the period during
which the Warrant may be exercised may be extended.
The Company shall not be obligated to deliver any securities
pursuant to the exercise of this Warrant unless a registration statement under
the Securities Act of 1933, as amended, with respect to such securities is
effective. The Company has covenanted and agreed that it will file a
registration statement and cause the same to become effective and to keep such
registration statement current while any of the Warrants are outstanding. This
Warrant shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender
hereof by the Registered Holder at the corporate office of the Warrant Agent,
for a new Warrant Certificate or Warrant Certificates of like tenor representing
an equal aggregate number of Warrants, each of such new Warrant Certificates to
represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon payment
by the Registered Holder of any tax or other governmental charge imposed in
connection therewith for registration of transfer of this Warrant Certificate at
such office, a new Warrant Certificate or Warrant Certificate representing an
equal aggregate number of Warrants will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.
Commencing ____________, 2001, or earlier as provided in the
Warrant Agreement, this Warrant may be redeemed at any time at the option of the
Company, at a redemption price of $.01 per Warrant, provided the average closing
price for the Common Stock issuable upon exercise of such Warrant shall equal or
exceed $_____ per share, subject to adjustment, for the 20 trading day period
prior to the date that is five business days before the date the Warrants are
called for redemption. Notice of redemption shall be given not earlier than the
60th day nor later than the 30th day before the date fixed for redemption, all
as provided in the Warrant Agreement. On and after 5:00 p.m. Eastern time on the
business day immediately preceding the date fixed for redemption, the Registered
Holder shall have no rights with respect to this Warrant except to receive the
$.01 per Warrant upon surrender of this Warrant Certificate. This Warrant may
only be called for redemption if, on the date the Warrant is called for
redemption, (i) the issuance of the shares of Common Stock upon exercise of this
Warrant is subject to a current and effective registration statement and (ii)
the shares of Common Stock are listed for trading on the Nasdaq Stock Market,
the American Stock Exchange, or the New York Stock Exchange.
Prior to due presentment for registration of transfer hereof,
the Company and the Warrant Agent may deem and treat the Registered Holder as
the absolute owner hereof and of each Warrant represented hereby
(notwithstanding any notations of ownership or writing hereon made by anyone
other than a duly authorized officer of the Company or the Warrant Agent) for
all purposes and shall not be affected by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
executed and to be performed wholly within such State, without regard to
principles of conflicts of laws.
This Warrant Certificate is not valid unless countersigned by
the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed, manually or in facsimile by two of its officers
thereunto duly authorized and a facsimile of its corporate seal to be imprinted
hereon.
RADYNE COMSTREAM, INC.
Dated:________________________ By:_______________________________________
Its:______________________________________
By:_______________________________________
Its:______________________________________
Countersigned:
CONTINENTAL STOCK TRANSFER & [Seal]
TRUST COMPANY
as Warrant Agent
By:__________________________
Authorized Officer
(FORM OF REVERSE OF WARRANT CERTIFICATE)
RADYNE COMSTREAM, INC.
SUBSCRIPTION FORM
(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE WARRANTS)
THE UNDERSIGNED REGISTERED HOLDER hereby irrevocably elects to
exercise ____________ Warrants represented by this Warrant Certificate to
purchase the securities issuable upon the exercise of such Warrants, and
requests that certificates for such securities shall be issued in the name of
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or type name and address)
Please insert Social Security
or other identifying number
_______________________________________
and be delivered to
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
Dated:____________________ X______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
Address
_______________________________________________
Taxpayer Identification Number
_______________________________________________
Signature Medallion Guaranteed
ASSIGNMENT
(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO ASSIGN WARRANTS)
FOR VALUE RECEIVED, ______________________________________ thereby sells,
assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or type name and address)
Please insert Social Security
or other identifying number
______________________________________
_________________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints
____________________________________________________________________ Attorney to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises.
Dated:___________________ X_____________________________________________
______________________________________________
Signature Medallion Guaranteed
______________________________________________
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN RULE 17Ad-15 UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934) WHICH MAY INCLUDE A COMMERCIAL BANK OR
TRUST COMPANY, SAVINGS ASSOCIATION, CREDIT UNION OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.
