WARRANT AGREEMENTWarrant Agreement • July 14th, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
Agreement made as of October 19, 2004, between GigaBeam Corporation, a Delaware corporation with offices at 14225-C Sullyfield Circle, Chantilly, Virginia 20151 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004, a New York corporation, (herein called “Warrant Agent”).
ContractGigabeam Corp • July 14th, 2005 • Radio & tv broadcasting & communications equipment • New York
THIS PURCHASE OPTION HAS BEEN ACQUIRED FOR INVESTMENT. THIS PURCHASE OPTION AND THE SHARES ISSUABLE UPON EXERCISE OF THIS PURCHASE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SHARES LAWS. THIS PURCHASE OPTION AND THE SHARES ISSUABLE UPON EXERCISE OF THIS PURCHASE OPTION MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
GigaBeam Letterhead]Gigabeam Corp • July 14th, 2005 • Radio & tv broadcasting & communications equipment
This letter confirms our agreement with respect to our retention of you to provide business consulting services and advice relating to us or relating to the telecommunications industry during the next 12 months. Upon our request, you agree to make available the services of your employees from time to time as you determine to be appropriate. As consideration for entering into this letter agreement, we are (i) paying to you a nonrefundable fee of $120,000 in cash on the date hereof and (ii) issuing to you on the date hereof (a) a purchase option, exercisable to purchase up to 17,550 shares of our common stock (the “Option Shares”) on the terms set forth on Exhibit A hereto and (b) a warrant (the “Warrant”), substantially identical to the warrants issued in our January/February 2005 financing to purchase 17,550 shares of our common stock (such shares, together with the Option Shares and Warrants, as long as they are not covered by a registration statement effective under the Securities Ac
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • July 14th, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment
AMENDMENT NO. 1, dated as of May 5, 2005, to Warrant Agreement (“Warrant Agreement”) made as of January 28, 2005 and effective as of the OTC Listing Date (as defined in the Warrant Agreement) between GigaBeam Corporation, a Delaware corporation, with offices at 470 Springpark Place, Suite 900, Herndon, Virginia 20170 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
