Exhibit 4.2
NUMBER (SEE REVERSE SIDE FOR LEGEND) WARRANTS
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
------ 5:00 P.M. NEW YORK CITY TIME, __________, 2009
GIGABEAM CORPORATION
CUSIP _______________
WARRANT
THIS CERTIFIES THAT, for value received
is the registered holder of a Warrant or Warrants expiring ________, 2009 (the
"Warrant") to purchase one fully paid and non-assessable share of Common Stock,
par value $.001 per share ("Shares"), of GigaBeam Corporation, a Delaware
corporation (the "Company"), for each Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the
Company, commencing on __________ ___, 2004, such number of Shares of the
Company at the price of $5.05 per share, subject to adjustment, upon surrender
of this Warrant Certificate and payment of the Warrant Price at the office or
agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such
payment to be made by check made payable to the Warrant Agent), but only subject
to the conditions set forth herein and in the Warrant Agreement between the
Company and Continental Stock Transfer & Trust Company. The Warrant Agreement
provides that upon the occurrence of certain events the Warrant Price and the
number of Warrant Shares purchasable hereunder, set forth on the face hereof,
may, subject to certain conditions, be adjusted. The term Warrant Price as used
in this Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised.
No fraction of a Share will be issued upon any exercise of a Warrant.
If the holder of a Warrant would be entitled to receive a fraction of a Share
upon any exercise of a Warrant, the Company shall, upon such exercise, round up
to the nearest whole number the number of Shares to be issued to such holder.
Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or his assignee a new Warrant Certificate covering the number of Shares
for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent by the registered holder hereof in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.
Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any applicable tax or other
governmental charge.
The Company and the Warrant Agent may deem and treat the registered
holder as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, of any distribution to the registered holder, and for
all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.
This Warrant does not entitle the registered holder to any of the
rights of a stockholder of the Company.
The Company reserves the right to call the Warrant, at any time prior
to its exercise, with a notice of call in writing to the holders of record of
the Warrant, giving 30 days' written notice of such call at any time after the
Warrant becomes exercisable if the last sale price of the Shares has been at
least 190% (initially $9.60) at any time during the three months ending
__________ ___, 2004, or 150% (initially $7.58) thereafter, of the price per
Share at which Xxxxxx could then be purchased upon exercise of the Warrant for
all 15 of the trading days ending within three business days prior to the date
on which notice of such call is given. The call price of the Warrants is to be
$.05 per Warrant. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of call shall be canceled
on the books of the Company and have no further value except for the $.05 call
price.
By: By:
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Secretary Chairman of the Board
Exhibit 4.2
SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder irrevocably elects to exercise ______________
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of
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(PLEASE TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to
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(PLEASE PRINT OR TYPE NAME AND ADDRESS)
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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:
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(SIGNATURE)
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(ADDRESS)
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(TAX IDENTIFICATION NUMBER)
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
For Value Received, ____________________ hereby sell, assign, and transfer unto
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(PLEASE TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to
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(PLEASE PRINT OR TYPE NAME AND ADDRESS)
______________________ of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitute and appoint _________________________________
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.
Dated:
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(SIGNATURE)
The signature to the assignment of the Subscription Form must correspond to the
name written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, and must be
guaranteed by a commercial bank or trust company or a member firm of the
American Stock Exchange, New York Stock Exchange, Pacific Stock Exchange or
Chicago Stock Exchange.
