THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Warrant Agreement • November 10th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York
This UNDERWRITER’S WARRANT (this “Warrant”) of Wave2Wave Communications, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of ______________, 2010 (the “Underwriting Agreement”), by and among the Company and Rodman & Renshaw, LLC, as the representative of the underwriters named therein (the “Representatives”) relating to a firm commitment public offering (the “Offering”) of ______ shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Representative and the underwriters named in the Underwriting Agreement.
Underwriting AgreementUnderwriting Agreement • November 10th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York
As representative of the Underwriters named in Schedule I hereto, c/o Rodman & Renshaw, LLC 1251 Avenue of the Americas, 20th Floor New York, New York 10020
CONSENTConsent Agreement • November 10th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec
This CONSENT (the “Agreement”) is entered into as of November 10, 2010 by and among RNK HOLDING COMPANY, a Massachusetts business trust (“RNK Holding”), HANOVER LEASING, LLC, a Delaware limited liability company (“Hanover”), MR. DOUG DENNY-BROWN, an individual (“Denny-Brown”), MR. NEAL HART, an individual (“Hart”), MR. GLENN POKRAKA, an individual (“Pokraka”), MR. JOHN SKINNER, an individual (“Skinner”), MR. FRED WEYMSS, an individual (together with RNK Holding, Hanover, Denny-Brown, Hart, Pokraka and Skinner, each a “Subordinated Creditor” and collectively the “Subordinated Creditors”) and WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”).
