AURORA WIRELESS, INC.
WARRANTS TO
PURCHASE COMMON STOCK
Date: ________________
THIS CERTIFIES THAT, _____________________ (the "Holder") is the owner of
___________ warrants (the warrants) issued by AURORA WIRELESS, INC., a
Pennsylvania corporation (the "Company").
Each warrant initially entitles the Holder to purchase, subject to the
terms and conditions set forth herein, one fully paid and nonassessable share
of Common Stock, $0.0001 par value, at any time during the five year period
from the date set forth hereinabove, upon the presentation and surrender of
this warrant certificate and an Exercise Form duly executed, at the corporate
office of the Company, accompanied by payment of $.001, subject to adjustment
(the "Exercise Price"), in lawful money of the United States of America in
cash or by certified or bank check made payable to the Company.
Upon exercise, there shall be issued and delivered to the Holder a
stock certificate for the number of Common Stock shares acquired by exercise.
The Exercise Price and the number of shares of Common Stock subject to
purchase upon the exercise of each warrant represented hereby are subject to
modification or adjustment in case the Company shall at any time
(a) subdivide or combine the outstanding shares of Common Stock,
the Exercise Price shall forthwith be proportionately decreased in the case
of a subdivision or increased in the case of a combination,
(b) pay a dividend in, or make a distribution of, shares of
Common Stock, the Exercise Price shall forthwith be proportionately
decreased,
(c) cause any reclassification or change of outstanding shares
(including as a result of a combination or merger) of Common Stock issuable
upon exercise of the warrants (other than a change in par value, or from par
value to no par value, or from no par value to par value or as a result of a
subdivision or combination) or
(d) effect any sale or conveyance to another corporation of all
or substantially all of the assets or property of the Company that is
effected in such a way that holders of the securities issuable upon exercise
of the warrants shall be entitled to receive securities or other property
with respect to or in exchange for the securities issuable upon exercise of
the warrants, then, as a condition of such reclassification, change,
consolidation, merger, sale or conveyance, the Company, or such successor or
purchasing corporation, as the case may be, shall make lawful and adequate
provision whereby the Holder of each warrant then outstanding shall have the
right thereafter to receive on exercise of such warrant the kind and amount
of securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance, by a holder of the number of
securities issuable upon exercise of such warrant immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance.
Each warrant represented hereby is exercisable at the option of the
Holder, but no fractional interests will be issued. In the case of the
exercise of less than all the warrants represented hereby, the Company shall
cancel this warrant and shall execute and deliver a new warrant of like
tenor, for the balance of such warrants.
Any securities issued pursuant to the exercise of this warrant
certificate shall be restricted securities subject to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act") unless registered
by the Company. The Holder may demand registration with respect to the Common
Shares underlying this warrant at any time and, at the time any other shares
of the Company are the aforementioned shares shall be included in such
registration.
The Company may deem and treat the 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 for all purposes and shall not be affected by any
notice to the contrary. Upon the presentment and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration
of transfer of this warrant at such office, a new warrant or warrant
certificates representing an equal aggregate number of warrants will be
issued to the transferee in exchange therefor. Prior to the exercise of any
warrant represented hereby, the Holder, as such, 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.
This warrant shall be governed by and construed in accordance with the
laws of the State of California and disputes shall be settled by binding
arbitration in San Diego, California at JAMS or the American Arbitration
Association.
IN WITNESS WHEREOF, the Company has caused this warrant to be duly executed
as of the date set forth hereinabove, manually or in facsimile, by an officer
thereunto duly authorized and a facsimile of its corporate seal to be
imprinted hereon.
AURORA WIRELESS, INC. SEAL
By: __________________________________
Xxxxxxx X. Xxxxxxxxxx, President
AURORA WIRELESS, INC.
EXERCISE FORM
WARRANTS TO
PURCHASE COMMON STOCK
To Be Executed by the Holder in Order to Exercise Warrants
The undersigned Holder hereby irrevocably elects to exercise
___________________ warrants represented by the attached warrant certificate
and to purchase the securities issuable upon the exercise of such warrants,
and requests that certificates for such securities shall be issued in name of
___________________________________________________________________
PLEASE PRINT OR TYPE NAME OF PARTIES
___________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
______________________ ______________________ ______________________
PLEASE PRINT OR TYPE ADDRESS TO BE DELIVERED TO
and if such number of warrants shall not be all the warrants evidenced by the
attached warrant certificate, that a new warrant certificate for the balance
of such warrants be in the name of, and delivered to, the Holder at the
address stated below.
Dated:________________________
X_____________________________ ______________________________
______________________________
Address
______________________________
Social Security or
Taxpayer Identification Number
AURORA WIRELESS, INC.
ASSIGNMENT FORM
WARRANTS TO
PURCHASE COMMON STOCK
To Be Executed by the Holder in Order to Assign Warrants
FOR VALUE RECEIVED, ________________, hereby sells, assigns and transfers
unto
___________________________________________________________________
PLEASE PRINT OR TYPE NAME OF PARTIES
___________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
______________________ ______________________ ______________________
PLEASE PRINT OR TYPE ADDRESS TO BE DELIVERED TO
___________________ warrants represented by the attached warrant
certificate, and hereby irrevocably constitutes and appoints
_____________________________ as its/his/her attorney-in-fact to transfer
this warrant on the books of the Company, with full power of substitution in
the premises.
If such number of warrants shall not be all the warrants evidenced by the
attached warrant certificate, that a new warrant certificate for the balance
of such warrants be in the name of, and delivered to, the Assignor.
Dated:________________________
X_____________________________
Signature
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