EXHIBIT 10.32
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, HYPOTHECATED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE ACT.
ADVANCED RADIO TELECOM CORP.
COMMON STOCK PURCHASE WARRANT
No. W-_____ Certificate June __, 1999
ADVANCED RADIO TELECOM CORP., a Delaware corporation (the "Company"), for
value received, hereby certifies that investor (the "Investor") or registered
and permitted assigns, is entitled to purchase from the Company WordNumber
(amount) duly authorized, validly issued, fully paid and nonassessable shares of
common stock, $0.001 par value per share (the "Common Stock"), of the Company at
the Exercise Price (as hereinafter defined), at any time or from time to time on
or after the Effective Date (as defined below) and prior to 5:00 P.M., New York
City time, on June __, 2004 (the "Expiration Date"), all subject to the terms,
conditions and adjustments set forth below in this Warrant.
This Common Stock Purchase Warrant is issued pursuant to the Preferred
Stock Purchase Agreement dated as of June __, 1999 by and among the Company, the
Investor and the other parties thereto (the "Purchase Agreement").
The "Effective Date" shall be the date, if any, on which the Purchase
Agreement is terminated by the Purchasers (as defined in the Purchase Agreement)
pursuant to Section 6.1(c), (d) or (e) thereof or by the Company pursuant to
Section 6.1(f) thereof.
Certain capitalized terms used in this Warrant are defined in Section 9
hereof.
1. EXERCISE OR CONVERSION OF WARRANT.
1.1. Manner of Exercise or Conversion; Payment.
1.1.1. Exercise. This Warrant may be exercised by the holder
hereof, in whole or in part, during normal business hours on any business
day on or after the Effective Date and on or prior to the Expiration Date,
by surrender of this Warrant to the Company at its office maintained
pursuant to Section 7.2(a) hereof, accompanied by an
exercise notice in substantially the form attached to this Warrant (or a
reasonable facsimile thereof) duly executed by such holder and accompanied
by payment, in cash, by wire transfer or by certified check payable to the
order of the Company, in the amount obtained by multiplying (a) the number
of shares of Common Stock designated in such subscription by (b) the
Exercise Price (as defined in Section 9 hereof), and such holder shall
thereupon be entitled to receive the number of shares of Common Stock
determined as provided in Section 2 hereof.
1.1.2. Conversion. This Warrant may be converted by the holder
hereof, in whole or in part, into shares of Common Stock, during normal
business hours on any business day on or after the Effective Date and on or
prior to the Expiration Date, by surrender of this Warrant to the Company
at its office maintained pursuant to Section 7.2(a) hereof, accompanied by
a conversion notice in substantially the form attached to this Warrant (or
a reasonable facsimile thereof) duly executed by such holder, and such
holder shall thereupon be entitled to receive the same number of shares of
Common Stock that such holder would receive if the Warrant were being
exercised pursuant to Section 1.1.1 for the number of shares designated in
the conversion notice minus a number of shares equal to (x) the Exercise
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Price multiplied by (y) the number of shares designated in the conversion
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notice divided by (z) the Current Market Price.
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For all purposes of this Warrant (other than this Section 1.1), any
reference herein to the exercise of this Warrant shall be deemed to include
a reference to the conversion of this Warrant into Common Stock in
accordance with the terms of this Section 1.1.2.
1.2. When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
business day on which this Warrant shall have been surrendered to the Company as
provided in Section 1.1 hereof, and at such time the person or persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable upon such exercise as provided in Section 1.3 hereof shall be deemed
to have become the holder or holders of record thereof.
1.3. Delivery of Stock Certificates, etc. As soon as practicable after
each exercise of this Warrant, in whole or in part, and in any event within five
business 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, subject to Section 7 hereof, as such holder
(upon payment by such holder of any applicable transfer taxes) may direct:
(a) a certificate or certificates for the number of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock 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 in
an amount equal to the same fraction of the Market Price per share on the
business day next preceding the date of such exercise; and
(b) in case such exercise is in part only, a new Warrant or Warrants
of like tenor, dated the date hereof and 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 thereof) to the number of such
shares called for on the face of this Warrant minus the number of such
shares designated by the holder upon such exercise as provided in Section
1.1 hereof.
2. ADJUSTMENT OF EXERCISE PRICE AND/OR NUMBER OF SHARES. In order to protect
the rights granted under this Warrant, the Exercise Price shall be subject to
adjustment from time to time as provided in this Section 2, and the number of
shares of Common Stock obtainable upon exercise of this Warrant shall be subject
to adjustment from time to time as provided in this Section 2.
2.1. Subdivision or Combination of Common Stock. If the Company at any
time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, or combines (by reverse stock split or otherwise) its outstanding shares
of Common Stock into a smaller number of shares, the number of shares of Common
Stock obtainable upon exercise of this Warrant shall be proportionately adjusted
so that the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of such subdivision or combination
shall be equal to the number of shares of Common Stock which a record holder of
the same number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event would own or be entitled to receive in respect
of such shares upon the happening of such event.
2.2. Reorganization, Reclassification, Consolidation, Merger or Sale. In
the event of any reorganization, reclassification, consolidation or merger of
the Company with or into another corporation where the Company is not the
surviving corporation or where there is a conversion of or distribution with
respect to the Common Stock outstanding immediately prior to such consolidation
or merger, sale or other disposition of all or substantially all of the
Company's assets to another Person or other similar transaction which is
effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities or assets
("Other Property") with respect to or in exchange for Common Stock (any such
transaction being referred to herein as an "Organic Change"), prior to the
consummation of such Organic Change, the Company shall make appropriate
provision to insure that the holder shall thereafter have the right to receive,
upon exercise of this Warrant, in lieu of or in addition to (as the case may be)
the shares of Common Stock immediately theretofore acquirable and receivable
upon the exercise of this Warrant, such Other Property as may be issuable or
payable with respect to or in exchange for the number of shares of Common Stock
immediately theretofore acquirable and receivable upon exercise of this Warrant
(and payment or satisfaction of the Exercise Price) in connection with such
Organic Change. In any such case, the Company shall make appropriate provision
with respect to the holders' rights and interests to insure that the provisions
of this Section 2 and Section 3 shall thereafter continue to be applicable to
this Warrant.
3. REPORT AS TO ADJUSTMENTS. In each case of any adjustment or readjustment in
the Exercise Price and/or in the number of shares of Common Stock issuable upon
the exercise of this Warrant, the Company at its expense will promptly compute
such adjustment or readjustment in accordance with the terms of this Warrant
and prepare a report setting forth such adjustment or readjustment and showing
in reasonable detail the method of calculation thereof and the facts upon which
such adjustment or readjustment is based. The Company will keep copies of all
such reports at its office maintained pursuant to Section 7.2(a) hereof and will
cause the same to be available for inspection at such office during normal
business hours by any holder of this Warrant or any prospective purchaser of
this Warrant designated by the holder hereof.
4. NOTICES OF CORPORATE ACTION. In the event of
(a) any taking by the Company of a record of the holders of Common
Stock 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 of the Company, or
(b) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any
consolidation or merger involving the Company and any other Person or any
transfer of all or substantially all the assets of the Company to any other
Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company,
the Company will mail to each holder of a Warrant a notice specifying (i) the
date or expected date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right and (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place, the date, if
any such date is to be fixed, as of which the holders of record of Common Stock
shall be entitled to exchange their shares of Common Stock for the securities or
other property deliverable upon such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding-up and a description in reasonable detail of the transaction. Such
notice shall be mailed to the extent practicable at least 15 days prior to the
date therein specified.
5. RESTRICTIONS ON TRANSFER.
5.1. Restrictive Legends. Except as otherwise permitted by this Section
5, each certificate for Common Stock issued upon the exercise of any Warrant,
each certificate for Common Stock issued upon the direct or indirect transfer of
any such Common Stock, and each Warrant issued upon direct or indirect transfer
of or in substitution for any Warrant pursuant to Section 7 hereof shall be
transferable only upon satisfaction of the conditions
specified in this Section 5 and shall be stamped or otherwise imprinted with
legends in substantially the form appearing at the beginning of this Warrant.
5.2. Notice of Proposed Transfer; Opinion of Counsel. Prior to any
transfer of any Restricted Securities, the holder thereof will give written
notice to the Company of such holder's intention to effect such transfer and to
comply in all other respects with this Section 5.2. Each such notice shall
describe the manner and relevant circumstances of the proposed transfer. If in
the opinion of counsel for the holder, which opinion is reasonably acceptable to
the Company, the proposed transfer may be effected without registration of such
Restricted Securities under the Securities Act, such holder shall thereupon be
entitled to transfer such Restricted Securities in accordance with the terms of
the notice delivered by such holder to the Company.
5.3. Termination of Restrictions. The restrictions imposed by this
Section 5 upon the transferability of Restricted Securities shall cease and
terminate as to any particular Restricted Securities (a) when such Restricted
Securities shall have been effectively registered under the Securities Act, or
(b) when, in the opinion of counsel for the holder thereof, which opinion is
reasonably acceptable to the Company, such restrictions are no longer required
in order to insure compliance with the Securities Act. Whenever any restrictions
on transferability imposed by this Section 5 shall cease and terminate as to any
Restricted Securities, the holder thereof shall be entitled to receive from the
Company, without expense (other than applicable transfer taxes, if any), new
securities of like tenor not bearing the applicable legend or legends required
by Section 5.1 hereof.
6. RESERVATION OF STOCK, ETC. The Company will at all times reserve and keep
available, solely for issuance and delivery upon exercise of this Warrant, the
number of shares of Common Stock from time to time issuable upon exercise of
this Warrant. All shares of Common Stock issuable upon exercise of this Warrant
shall be duly authorized and, when issued upon such exercise, shall be validly
issued and, in the case of shares, fully paid and nonassessable with no
liability on the part of the holders thereof. At any such time as the Common
Stock is listed on any national securities exchange or the Nasdaq National
Market System, the Company will, at its expense, obtain promptly and maintain
the approval for listing on each such exchange or the Nasdaq National Market
System, upon official notice of issuance, the shares of Common Stock issuable
upon exercise of this Warrant and maintain the listing of such shares after
their issuance.
7. OWNERSHIP, TRANSFER AND SUBSTITUTION OF WARRANTS.
7.1. Ownership of Warrants. The Company may treat the person in whose
name this Warrant is registered on the register kept at the office of the
Company maintained pursuant to Section 7.2(a) hereof as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary.
7.2. Office; Transfer and Exchange of Warrants.
(a) The Company will maintain an office (which may be an agency
maintained at a bank) at its principal executive offices at 000 000xx
Xxxxxx, XX, Xxxxx 0000, Xxxxxxxx, Xxxxxxxxxx, 00000, where notices,
presentations and demands in respect of this Warrant may be made upon it.
Such office shall be maintained at such location until such time as the
Company shall notify the holder of this Warrant of any change of location
of such office.
(b) The Company shall cause to be kept at its office maintained
pursuant to Sec tion 7.2(a) hereof a register for the registration and
transfer of this Warrant. The name and address of the holder of this
Warrant, the transfers thereof and the names and addresses of transferees
of this Warrant shall be registered in such register.
(c) Upon the surrender of this Warrant, properly endorsed, for
registration of transfer or for exchange at the office of the Company
maintained pursuant to Sec tion 7.2(a) hereof, the Company at its expense
will (subject to compliance with Section 5 hereof, if applicable) execute
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 so
surrendered.
7.3. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon
delivery of indemnity reasonably satisfactory to the Company in form and amount
or, in the case of any such mutilation, upon surrender of this Warrant for
cancellation at the office of the Company maintained pursuant to Section 7.2(a)
hereof, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor and dated the date hereof.
7.4. Division or Combination. This Warrant may be divided or combined
with other Warrants upon presentation hereof at the office of the Company
maintained pursuant to Section 7.2(a) hereof, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the holder hereof or its agent or attorney. Subject to compliance with
the provisions of this Warrant as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.
8. DIVIDENDS. In the event that the Company at any time or from time to time
after the date hereof shall declare, order, pay or make a dividend or
distribution in respect of its Common Stock, whether payable in cash, evidences
of indebtedness or other securities or property, then upon any exercise of this
Warrant the Company shall pay to the holder hereof the amount of cash, and shall
deliver to the holder hereof in kind the evidences of indebtedness, securities
or other property, that would have been payable or deliverable with respect to
each share of Common Stock being purchased upon such exercise (including, in the
event of a conversion of this Warrant pursuant to Section 1.1.2 above, any
shares of Common Stock being subtracted from the number of shares that would
otherwise be issuable upon exercise hereof) if such shares of Common Stock had
been outstanding as of the record date for such dividend or distribution. In
connection with the delivery to the holder hereof of any such evidences of
indebtedness, securities or other property, the Company shall also pay or
deliver to such holder any interest, dividends or other payments that the holder
of this Warrant would have received had such holder continuously held such
evidences of indebtedness, securities or other property from the date of the
related dividend payment or distribution until the date of exercise of this
Warrant.
9. DEFINITIONS. As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:
Common Stock: As defined in the introduction to this Warrant, such term
includes any stock into which such Common Stock shall have been changed or any
stock resulting from any reclassification of such Common Stock. Common Stock
will include any stock and other securities of the Company or any other Person
which the holder of this Warrant at any time shall be entitled to receive, or
shall have received, upon the exercise of this Warrant, 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 pursuant to
Section 3 hereof or otherwise.
Company: Advanced Radio Telecom Corp., a Delaware corporation.
Convertible Securities: Any evidences of indebtedness, shares of stock
(other than Common Stock) or other securities directly or indirectly convertible
into or exchangeable for shares of Common Stock.
Current Market Price: On any date specified herein, the average daily
Market Price during the period of the most recent 30 trading days, ending on
such date, except that if no class of the Common Stock is then listed or
admitted to trading on any national securities exchange or quoted in the over-
the-counter market, the Current Market Price shall be the Market Price on such
date.
Exercise Price: Initially $0.01 per share, as adjusted from time to time
pursuant to Section 2 hereof.
Expiration Date: As defined in the introduction to this Warrant.
Market Price: On any date specified herein, the amount per share of Common
Stock equal to (a) the last sale price of Common Stock, regular way, on such
date or, if no such sale takes place on such date, the average of the closing
bid and asked prices thereof on such date, in each case as officially reported
on the principal national securities exchange on which Common Stock is then
listed or admitted to trading, or (b) if Common Stock is not then listed or
admitted to trading on any national securities exchange but is designated as a
national
market system security by the NASD, the last trading price of Common Stock on
such date, or (c) if there shall have been no trading on such date or if Common
Stock is not so designated, the average of the closing bid and asked prices of
Common Stock on such date as shown by the NASD automated quotation system, or
(d) if Common Stock is not then listed or admitted to trading on any national
exchange or quoted in the over-the-counter market, the fair value thereof
determined in good faith by the Board of Directors of the Company as of the date
as of which the determination is to be made; provided that such determination of
fair value may be challenged in good faith by the holder of any Warrant, and any
dispute shall be resolved by an investment banking or appraisal firm of
recognized national standing selected by the Company and acceptable to the
holders of Warrants representing a majority of the number of shares of Common
Stock issuable upon all such Warrants. The decision of such investment banking
or appraisal firm shall be binding on the Company and all holders of Warrants.
The fees and expenses of such investment bank or appraisal firm shall be borne
one-half by the Company and one-half by the holders of the Warrants challenging
such good faith determination.
NASD: The National Association of Securities Dealers, Inc.
Person: A corporation, an association, a partnership, an organization, a
business, an individual, a government or political subdivision thereof or a
governmental agency.
Restricted Securities: All of the following: (a) any Warrant bearing the
applicable restricted securities legend referred to in Section 5.1 hereof, (b)
any shares of Common Stock which have been issued upon the exercise of any
Warrant and which are evidenced by a certificate or certificates bearing the
applicable restricted securities legend referred to in such Section, and (c)
unless the context otherwise requires, any shares of Common Stock which are at
the time issuable upon the exercise of any Warrant and which, when so issued,
will be evidenced by a certificate or certificates bearing the applicable
restricted securities legend referred to in such Section.
Securities Act: The Securities Act of 1933, as amended, or any successor
federal statute, and the rules and regulations thereunder of the Securities and
Exchange Commission or any successor federal agency, all as the same shall be in
effect at the time.
Warrants: This Warrant and any warrant of like tenor issued pursuant to
the Purchase Agreement, upon partial exercise of any such Warrant in accordance
with Section 1.1 hereof, upon transfer or exchange of any such Warrant in
accordance with Section 7.2 hereof or upon replacement of any such Warrant in
accordance with Section 7.3 hereof.
10. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this Warrant
shall be construed as conferring upon the holder hereof any rights as a
stockholder of the Company or as imposing any obligation on such holder to
purchase any securities or as imposing any liabilities on such holder as a
stockholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.
11. NOTICES. Any notice or other communication in connection with this Warrant
shall be deemed to be delivered if in writing (or in the form of a telex or
telecopy) addressed as hereinafter provided and if either (x) actually delivered
at said address (evidenced in the case of a telex by receipt of the correct
answerback) or (y) in the case of a letter, three business days shall have
elapsed after the same shall have been deposited in the United States mails,
postage prepaid and registered or certified: (a) if to any holder of this
Warrant, at the registered address of such holder as set forth in the register
kept at the office of the Company maintained pursuant to Section 7.2(a) hereof;
or (b) if to the Company, to the attention of its President at its office
maintained pursuant to Section 7.2(a) hereof; provided, however, that the
exercise of this Warrant shall be effective in the manner provided in Section 1
hereof.
12. TERMINATION. This Warrant shall immediately terminate and be of no further
force and effect upon the earliest to occur of (i) the Expiration Date; (ii) the
Closing (as such term is defined in the Purchase Agreement) and (iii) the
termination of the Purchase Agreement pursuant to Section 6.1(a), 6.1(b) or
6.1(g) thereof. The Investor agrees to return this Warrant to the Company to
the extent unexercised on the date of termination.
13. GOVERNING LAW. All questions concerning the construction, interpretation
and validity of this Warrant shall be governed by and construed and enforced in
accordance with the domestic laws of the State of New York, without giving
effect to any choice or conflict of law provision or rule (whether in the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York. In furtherance of
the foregoing, the internal law of the State of New York will control the
interpretation and construction of this Warrant, even if under such
jurisdiction's choice of law or conflict of law analysis, the substantive law of
some other jurisdiction would ordinarily apply.
14. 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. The section headings in this Warrant are for purposes of convenience
only and shall not constitute a part hereof.
IN WITNESS WHEREOF, ADVANCED RADIO TELECOM CORP. has caused this Common
Stock Purchase Warrant to be signed by its duly authorized officer under its
corporate seal.
ADVANCED RADIO TELECOM CORP.
By:
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Title:
FORM OF EXERCISE NOTICE
[To be executed only upon exercise of Warrant]
ADVANCED RADIO TELECOM CORP.
The undersigned registered holder of the within Warrant hereby irrevocably
exercises such Warrant for, and purchases thereunder, __________/1/ shares of
the Common Stock covered by the within Warrant and herewith makes payment in
full therefor of $________ per share or $________ in the aggregate, and requests
that the certificates for such shares be issued in the name of, and delivered to
__________________, whose address is __________________.
Dated: ______________________________________
(Name)
______________________________________
(Title)
______________________________________
(Corporation)
______________________________________
(Xxxxxx Xxxxxxx)
______________________________________
(City) (State) (Zip Code)
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/1/ Insert here the number of shares called for on the face of this
Warrant (or, in the case of a partial exercise, the portion thereof as to
which this Warrant is being exercised), in either case without making any
adjustment in the number of shares (or securities, cash or property) to be
delivered upon exercise pursuant to the adjustment provisions of this
Warrant. In the case of a partial exercise, a new Warrant or Warrants will
be issued and delivered, representing the unexercised portion of the
Warrant, to the holder surrendering the Warrant.
FORM OF CONVERSION NOTICE
[To be executed only upon conversion of Warrant]
To ADVANCED RADIO TELECOM CORP.
The undersigned registered holder of the within Warrant hereby irrevocably
converts such Warrant with respect to __________/1/ shares of the Common Stock
covered by the within Warrant which such holder would be entitled to receive
upon the exercise hereof, and requests that the certificates for such shares be
issued in the name of, and delivered to __________________, whose address is
___________________.
Dated: ______________________________________
(Name)
______________________________________
(Title)
______________________________________
(Corporation)
______________________________________
(Xxxxxx Xxxxxxx)
______________________________________
(City) (State) (Zip Code)
-------------
/1/ Insert here the number of shares called for on the face of this
Warrant (or, in the case of a partial conversion, the portion thereof as to
which this Warrant is being converted), in either case without making any
adjustment in the number of shares (or securities, cash or other property)
to be delivered upon conversion pursuant to the adjustment provisions of
this Warrant. In the case of a partial conversion, a new Warrant or
Warrants will be issued and delivered, representing the unconverted portion
of the Warrant, to the holder surrendering the Warrant.
FORM OF ASSIGNMENT
[To be executed only upon transfer of Warrant]
For value received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto __________________ the right
represented by such Warrant to purchase __________/1/ shares of Common Stock of
ADVANCED RADIO TELECOM CORP. to which such Warrant relates, and appoints
_________________ Attorney to make such transfer on the books of ADVANCED RADIO
TELECOM CORP. maintained for such purpose, with full power of substitution in
the premises.
Dated:
______________________________________
(Street Address)
______________________________________
(City) (State) (Zip Code)
Signed in the presence of: _______________________________
(Name)
___________________________ _______________________________
(Title)
_______________________________
(Corporation)
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/1/ Insert here the number of shares called for on the face of this
Warrant (or, in the case of a partial assignment, the portion thereof as to
which this Warrant is being assigned), in either case without making any
adjustment in the number of shares (or securities, cash or other property)
to be delivered upon assignment pursuant to the adjustment provisions of
this Warrant. In the case of a partial assignment, a new Warrant or
Warrants will be issued and delivered, representing the unassigned portion
of the Warrant, to the holder surrendering the Warrant.
