WARRANT AGREEMENT
To Purchase Shares of
Telecom Wireless Corporation
Name and Address of Holder: ▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates, Inc
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Number of Shares Purchasable: 55,673
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Date: August 26,1999
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This certifies that, for value received, the holder hereof, or permitted
assigns, is entitled to subscribe for and purchase from Telecom Wireless
Corporation (the "Company"), at any time commencing on and after August
26,1999, and before 5:00 p.m. (EST) August 26, 2004 time, Warrants to
Purchase, that number of shares specified above at the Purchase Price set
forth herein, subject to adjustment as hereinafter set forth.
This Warrant is issued pursuant to the terms of that certain Agreement, Board
of Directors minutes dated August 27,1999, by and between the Company and
▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates, Inc.
1. DEFINITIONS. For all purposes, the following terms shall have the
meanings stated:
"COMMISSION" shall mean the Securities and Exchange Commission,
or any other federal agency then administering the Securities
Act.
"COMMON STOCK" shall mean the shares of common stock of the
Company as defined in Section 8 hereof.
"COMPANY" shall mean Telecom Wireless Corp. a Utah
corporation, and any corporation which shall succeed to, or
assume, the obligations of said corporation hereunder.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission
thereunder, as in effect from time to time.
"PURCHASE PRICE" shall mean the price of $(USD)7.00 per
share, which is the purchase price of each Warrant Share, as
adjusted from time to time as provided herein.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission
thereunder, as in effect from time to time.
"SUBSCRIPTION FORM" shall mean the subscription forms attached
hereto.
"TRANSFER" shall mean any sale, assignment, pledge or other
disposition of any Warrants and/or Warrant Shares, or of any
interest in either, which would constitute a sale thereof within
the meaning of Section 2 (3) of the Securities Act.
"WARRANT SHARES" shall mean the Shares purchased or purchasable
by the warrantholder upon the exercise of the Warrants pursuant
to Section 2 hereof.
"WARRANTHOLDER" shall mean the holder or holders of the Warrants
or any related Warrants or any related Warrant Shares.
"WARRANTS" shall mean the Warrants (including this Warrant),
identical as to terms, conditions and date, except as to the
number of Shares for which they may be exercised, evidencing the
right to purchase an aggregate of up to 55,673 Shares and
all Warrants issued in exchange, transfer or replacement thereof.
All terms used in this Warrant which are not defined in Section 1 hereof have
the meanings respectively set forth elsewhere in this Warrant.
2. EXERCISE OF WARRANT, ISSUANCE OF CERTIFICATES AND PAYMENT FOR WARRANT
SHARES. The rights represented by this Warrant may be exercised at any
time on or after August 26,1999, and from time to time, prior to
expiration hereof, by the Warrantholder, in whole or in part (but not
as to less than 1000 Shares, nor as to any fractional Unit), by: (a)
delivery to the Company of a completed Subscription Form, (b)
surrender to the Company the Warrant Certificate properly endorsed and
signature guaranteed, and (c) delivery to the Company of a certified
or cashier's check made payable to the Company in an amount equal to
the aggregate Purchase Price of the Shares being purchased, at its
office or agency at ▇▇▇▇ ▇▇▇ ▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(or such other office or agency of the Company as the Company may
designate by notice in writing to the holder hereof). The Company
agrees and acknowledges that the Shares so purchased shall be deemed
to be issued to the presenting Warrantholder as the record owner of
such Shares as of the close of business on the date on which this
Warrant, properly endorsed, and the Subscription Form shall have been
surrendered and payment made for such Shares as a foresaid. Upon
receipt thereof, the Company shall, as promptly as practicable, and in
any event within 15 days thereafter, execute or cause to be executed
and delivered to the
Warrantholder a certificate or certificates representing the
aggregate number of Shares specified in said denomination as may be
requested by the Warrantholder and shall be registered in the name
of the Warrantholder. If this Warrant shall have been exercised
only in part, the Company shall, at the time of delivery the
Company shall, at the time of delivery of said stock certificate or
certificates, deliver to the Warrantholder a new Warrant evidencing
the rights of such holder to purchase the remaining Shares covered
by this Warrant. The Company shall pay all expenses, taxes and
other charges payable in connection with preparation, execution and
delivery of such stock and warrant certificates pursuant to this
Section 2, except that, in case any such stock and warrant
certificate or certificates shall be registered in a name or names
other than the name of the Warrantholder, funds sufficient to pay
all stock and warrant transfer taxes which shall be payable upon
the execution and delivery of such stock and warrant certificate or
certificates shall be paid by the Warrantholder to the Company at
the time of delivering this Warrantholder to the Company at the
time of delivering this Warrant to the Company as mentioned above.
3. OWNERSHIP OF THE WARRANT. The Company may deem and treat the
registered Warrantholder as the holder and owner hereof
(notwithstanding any notations of ownership or writing made hereon by
anyone other than the Company) for all purposes and shall not be
affected by any notice to the contrary, until presentation of this
Warrant for transfer as provided herein and then only if such transfer
meets the requirements of Section 5 hereof.
4. EXCHANGE, TRANSFER AND REPLACEMENT. Subject to Section 5 hereof, this
Warrant is exchangeable upon the surrender hereof by the Warrantholder
to the Company and its office or agency described in Section 2 hereof
for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of Shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of
Shares (not to exceed the aggregate total number purchasable
hereunder) as shall be designated by the Warrantholder at the time of
such surrender. Subject to Section 5 hereof, this Warrant and all
rights hereunder are transferable, in whole or in part, upon the books
of the Company by the Warrantholder in person or by duly authorized
attorney, and a new Warrant of the same tenor and date as this
Warrant, but registered in the name of the transferee , shall be
executed and delivered by the Company upon surrender of this Warrant,
duly endorsed, at said office or agency of the Company. Upon receipt
by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction, or mutilation of this Warrant (or a Warrant issued
in exchange for this Warrant under this Section 4), and, in case of
loss, theft, destruction, of indemnity or security reasonable
satisfactory to it, and upon surrender and cancellation of such
Warrant, if mutilated, the Company will make and deliver a new Warrant
of like tenor, in lieu of such Warrant. Such Warrant shall be promptly
canceled by the Company upon the surrender hereof in connection
with any exchange, transfer, or replacement. The Company shall pay all
expenses, taxes (other than stock or warrant transfer taxes), and
other charges payable in connection with the preparation, execution,
and delivery of Warrants pursuant to this Section 4.
5. RESTRICTIONS ON TRANSFER. There shall be no transfer of this Warrant
(or any Warrant issued in exchange for this Warrant under Section 4
hereof) and no assignment (with or without consideration), or
hypothecation of the Warrant for a period of one (1) year from the
date hereof except to officers or partners of the original holder
hereof. Notwithstanding any provisions contained in the Warrant to the
contrary, neither the Warrant not the Warrant Shares shall be
transferable except upon the conditions specified in this Section 5,
which conditions are intended, among other things, to ensure
compliance with the provisions of the Securities Ace in respect of the
transfer of the Warrant or such Warrant Shares. The holder of the
Warrant agrees that such holder will not transfer the Warrant or the
related Warrant Shares (a) prior to delivery to the Company of an
opinion of counsel selected by the Warrantholder and reasonably
satisfactory to the Company stating that such transfer is exempt from
registration under the Securities Act and applicable state securities
laws or (b) until registration of such Warrants and/or Warrant Shares
under the Securities Act has become effective and continues to be
effective at the time of such transfer. An appropriate legend may be
endorsed on the Warrants and the certificates representing the Warrant
Shares evidencing these restrictions.
6. PROVISIONS FOR REGISTRATION. The Warrantholders shall have the
following rights regarding registration of the Warrant Shares:
(a) Registration of Warrant Shares. The Company will, at all times
during the term of this Warrant, use its best efforts to keep the
Warrant Shares registered under the Securities Act.
(b) Right to Participate in Registrations. If the Company at any time
within five (5) years from the date hereof proposes to register
any of the securities of the Company under the Securities Act on
Form S-1, Form ▇-▇, ▇▇▇▇ ▇-▇, Form SB-2, or on any other form
upon which securities similar to the Warrant Shares may be
registered, except (i) securities to be offered to employees
pursuant to a stock option, stock savings, or employee benefit
plan, (ii) securities proposed to be issued in exchange for
securities or assets of, or in connection with a merger or
consolidation with, another corporation, (iii) securities to be
offered by the Company generally to holders of any class or
series of its then outstanding securities, (iv) securities
issuable upon conversion of securities that are the subject of an
underwritten redemption, or (v) securities to be offered or
issued pursuant to a combination of transactions described in
clauses (i) through (iv), the Company will at each such time give
written request of any Warrantholder given within
twenty (20) days after the giving by the Company of any such
notice, the Company will use its best efforts to cause all
Warrant Shares that the Company has been requested to register
by such Warrantholder to be registered under the Securities
Act to the extent required to permit the sale or other
disposition by such Warrantholder of the Warrant Shares so
registered. There shall be no limit on the number of
registrations in which Warrantholders are allowed to
participate, nor on the number of Warrant Shares which may be
included in any one registration. If the proposed registration
statement relates to an offering of securities of the same
class as the Warrant Shares and such securities are to be
distributed by or through an underwriter selected by the
Company, each selling Warrantholder shall agree either to sell
his Warrant Shares through such underwriter on the same terms
and conditions as the underwriter agrees to sell securities on
behalf of the Company or to withhold the Warrant Shares from
the market for a period of ninety (90) days after the
effective date of the registration statement. If a greater
number of securities is offered for participation in the
proposed underwriting than in the written opinion of the
managing underwriter can be accommodated without adversely
affecting the proposed underwriting, the Company may elect to
reduce pro rata, in accordance with the number of securities
issued to each such Warrantholder, the number of securities
proposed to be offered for registration for the accounts of
the Warrantholders to a number deemed satisfactory by the
managing underwriter. If the proposed offering does not
include securities of the same class as the Warrant Shares and
if, in the written opinion of the managing underwriter it is
not feasible to effect such offering in conjunction with the
offering of the Warrant Shares, the Company shall have no
further obligation to include or to endeavor to include the
Warrant Shares in such registration. In the event that the
number of Warrant Shares included in a registration are
reduced pro rata, or in the event that the Warrant Shares are
excluded from the registration, as provided above, the rights
of the Warrantholders under this Section 6(a) with respect to
such excluded securities shall survive such registration.
(c) Company's Obligations in Registration. If and whenever the
Company, under the provisions of this Section 6, undertakes to
effect the registration of any Warrant Shares under the
Securities Ace, it will as expeditiously as possibly use its
best efforts to:
(i) prepare and file with the Commission a registration
statement with respect to such Warrant Shares and cause
such registration statement to become and remain
effective throughout the term hereof.
(ii) Prepare and file with the Commission such amendments
and supplements to such Registration statement and the
Prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective
and to comply with the provisions of the Securities Act
with respect to the disposition of all Warrant Shares
covered by such Registration Statement whenever the
Warrantholders for whom such Warrant Shares are
registered or are to be registered shall desire to
dispose of the same, throughout the term hereof.
(iii) Furnish to the Warrantholders for whom such Warrant
Shares are registered or are to be registered such
number of copies of a Prospectus, including a
preliminary Prospectus, in conformity with the
requirements of the Securities Act and such other
documents as such Warrantholders may reasonably request
in order to facilitate the disposition of such Warrant
Shares, but only throughout the term hereof.
(iv) Register or qualify the Warrant Shares covered by such
Registration Statement under the Securities or Blue Sky
laws of the same jurisdictions as those in which the
Shares were registered or are to be registered pursuant
to the Prospectus, or jurisdiction in which the Company
is registering its securities for purposes of a public
offering of such securities and to any and all other
acts and things which may reasonable be necessary or
advisable to enable such Warrantholders to consummate
the disposition in such jurisdiction or such Warrant
Shares; provided, however, that the Company shall not
be obligated, by reason hereof, to qualify as a foreign
corporation under the laws of any such jurisdiction or
to file any general consent to service of process.
(d) Payment of Registration Expenses. All underwriting discounts
and commissions attributable to the Warrant Shares included
in any registration effected pursuant to this Section 6
shall be borne by the selling Warrantholder. The Company
shall pay for the Commission registration fee, printing
expenses, the reasonable expenses of qualifying the offering
under applicable Blue Sky or other securities laws, and the
fees and expenses of the Company's attorneys and auditors.
Any other fees or expenses incurred by one of the parties,
shall be borne by such party.
(e) Information from Warrantholders. Notices and requests
delivered by the Warrantholders to the Company pursuant to
this Section 6 shall contain such information regarding the
Warrant Shares and the intended method of disposition
thereof as reasonably shall be required in connection with
the action to be taken.
(f) Indemnification. Subject to any terms or conditions that may
be required by the managing underwriter of any offering
contemplated by this Section 6, the Company will indemnify
and hold harmless each
Warrantholder whose Warrant Shares are included in a
Registration Statement pursuant to the provisions of this
Section 6 and any underwriter (as defined in the
Securities Act) and each person, if any, who controls
such Warrantholder or such underwriter within the meaning
of the Securities Act from and against any and all loss,
claim, damage, liability, cost or expense to which such
Warrantholder or any such underwriter or controlling
person may become subject under the Securities Act or
otherwise, insofar as any such loss, claim, damage,
liability, cost or expense (or proceedings in respect
thereof) arises out of or is based upon any untrue
statement of any material fact contained, on the
effective date thereof, in any Registration Statement
under which such Warrant Shares were registered under the
Securities Ace in any preliminary Prospectus or final
Prospectus contained therein, or in any amendment or
supplement thereto, or arises out of or is based upon the
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however,
that the Company will not be liable in any such case to
the extent that any such loss, claim, damage, liability,
cost or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or
▇▇▇▇▇▇▇ omission made in such registration statement,
said preliminary Prospectus or final Prospectus, or said
amendment or supplement, in reliance upon and in
conformity with written information furnished to the
Company by such Warrantholder, underwriter, or
controlling person, as the case may be, specifically for
use in the preparation thereof.
Each Warrantholder whose Warrant Shares are included in a
Registration Statement pursuant to the provisions of this
Section 6 will indemnify and hold harmless the Company, any
controlling person, and any underwriter from and against any
and all loss, claim, damage, liability, cost or expense to
which the Company or any controlling person or any
underwriter may become subject under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability,
cost or expense arises out of or is based upon any untrue
statement of any material fact contained in such
registration statement, in any preliminary Prospectus or
final Prospectus contained therein, or in any amendment or
supplement thereto or arises out of or is based upon the
omission or alleged omission to state therein any material
fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written
information furnished or required to be furnished by such
Warrantholder under the Securities Act.
Promptly after receipt by any party entitled to be
indemnified hereunder of notice of the commencement of any
action in respect to which indemnity may be sought
hereunder, such party shall notify the indemnifying party in
writing of the commencement thereof, and the indemnifying
party may assume the defense of such action (including the
employment of counsel reasonably satisfactory to the
notifying party and the payment of expenses) insofar as such
action shall relate to any alleged liability in respect to
which indemnity may be sought against the indemnifying
party. Any such indemnified party shall have the right to
employ counsel and to participate in the defense thereof,
but the fees and expenses of such counsel (except fees and
expenses incurred prior to the assumption by the
indemnifying party of the defense of such action) shall not
be at the expense of the indemnifying party unless the
employment of such counsel has been specifically authorized
by the indemnifying party.
(g) Conditions to Obligations of the Company. The obligations of
the Company to use its best efforts to cause the Warrant
Shares to be registered under the Securities Act in
accordance with the provisions of this Section 6 are subject
to the following conditions:
(i) Any request by a Warrantholder for registration shall
specify the amount of Warrant Shares intended to be
sold, contain the undertaking of such Warrantholder to
provide all such information as may be reasonably
required in order to permit the Company to comply with
all applicable requirements of the Commission and to
obtain acceleration of the effective date of the
registration statement, identify any proposed
underwriters, specify the proposed method of offering
and sale, and agree to observe all applicable terms and
conditions of this Warrant.
(ii) The Company may require, as a condition of fulfilling
its obligations under this Warrant, execution of
separate indemnity agreements in the form described in
Section 6(f) hereof.
7. ANTIDILUTION PROVISIONS. The rights granted hereunder are subject to
the following:
(a) STOCK DIVIDENDS. In case the Company shall declare a dividend or
make any other distribution upon the Common Stock of the Company
payable in shares of Common Stock or other securities, upon
exercise of this Warrant, the Warrantholder shall be entitled to
receive, for each share of Common Stock purchased pursuant to
such Warrant, the number of shares of Common Stock or other
securities, as the case
may be, issued per share of Common Stock in payment of such
dividend or distribution.
(b) EFFECT OF CERTAIN DIVIDENDS. In case at any time the Company
shall declare a cash dividend upon the Common Stock payable
otherwise than out of earnings or earned surplus, the Purchase
Price in effect immediately prior to the declaration of such
dividend shall be reduced by an amount equal to the amount
thereof payable per Share. Such reductions shall take effect as
of the date on which a record is taken for the purpose of such
dividend, or, if a record is not taken, the date as of which the
holders of record of Common Stock entitled to such dividend are
to be determined.
(c) STOCK SPLITS AND REVERSE SPLITS. In case at any time the Company
shall subdivide its outstanding shares of Common Stock into a
greater number of shares, the Purchase Price in effect
immediately prior to such subdivision shall be proportionately
reduced and the number of Warrant Shares purchasable pursuant to
this Warrant immediately prior to such subdivision shall be
proportionately increased, and conversely, in case at any time
the Company shall combine its outstanding shares of Common Stock
into a smaller number of shares, the Purchase Price in effect
immediately prior to such combination shall be proportionately
reduced. Except as provided in this paragraph (c), no adjustment
in the Purchase Price and no change in the number of Warrant
Shares so purchasable shall be made pursuant to this Section 7 as
a result of or by reason of any such subdivision or combination.
(d) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
If any capital reorganization or reclassification of the capital
stock of the Company, or any consolidation or merger of the
Company with another corporation, or the sale of all or
substantially all of its assets to another corporation shall be
proposed, then, in any one or more of said cases, the Company
shall give written notice, by first class mail, postage prepaid,
addressed to the Warrantholder at its address, as shown on the
books of the Company, of the date on which such reorganization,
reclassification, consolidation, merger or sale shall take place,
as the case may be. Such notices shall also specify the dates as
of which the holders of Common Stock of record shall be entitled
to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification,
consolidation, merger or sale, as the case may be. Such written
notice shall be given at least 20 days prior to the action in
question.
8. DEFINITION OF COMMON STOCK. As used herein, the term "common Stock"
shall mean and include the Company's authorized Common Stock, no par
value, as constituted at the date of the Prospectus, and shall also
include any capital stock of any class of the Company hereafter
authorized which shall not be limited to a fixed sum or percentage of
par value in respect of the right of the
holders thereof to participate in dividends or in the distribution of
assets upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Company, and shall include any Common Stock of any
class or classes resulting from any reclassification or
reclassifications thereof.
9. SPECIAL AGREEMENTS OF THE COMPANY. The Company covenants and agrees
that:
(a) WILL RESERVE SHARES. The Company will reserve and set apart and
have at all times, free from preemptive rights, the number of
shares of authorized but unmissed Common Stock deliverable upon
the exercise of the Warrants, and it will have at all times any
other rights or privileges provided for herein sufficient to
enable it at any time to fulfill all of its obligations
hereunder.
(b) WILL SUPPLY CERTAIN INFORMATION. The Company will, upon request
of any Warrantholder, supply such Warrantholder with any
information necessary to enable such Warrantholder to make
routine sales of Warrant Shares under Rule 144 of the Commission.
(c) WILL OPEN BOOKS. The Company will keeps its books open for
transfer of any Warrant and/or Warrant Shares, except at
otherwise provided by law.
10. NOTIFICATION BY THE COMPANY. In case at any time:
(a) The Company shall declare any cash dividend on its Common
Stock;
(b) The Company shall pay any dividend payable in stock upon its
Common Stock or make any distribution (other than regular
cash dividends) to the holders of its Common Stock;
(c) The Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock
of any class or other rights;
(d) There shall be any capital reorganization, or
reclassification of the capital stock of the Company, for
consolidation or merger of the Company with, or sale of all
or substantially all of its assets to another corporation,
or
(e) There shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;
Then, in any one or more of said cases, the Company shall give
written notice, by first class mail, postage prepaid, addressed
to each Warrantholder at the address of such holder as shown on
the books of the Company, of the date on which (a) the books of
the Company shall close or a record shall be taken for such
dividend, distribution, or subscription rights, or (b) such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation, or winding-up shall take place, as the
case may be. Such notice shall also specify the date as of which
the holders of Common Stock or record shall participate in such
dividend, distribution or subscription rights, or shall be
entitled to exchange their Common Stock
for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation, or winding-up, as the case may be.
Such written notice shall begin at least twenty (20) days prior
to the action in question and not less than twenty (20) days
prior to the record date of the date on which the Company's
transfer books are closed in respect thereto.
11. NOTICES. Any notice or other document required or permitted to be
given or delivered to Warrantholders shall be delivered or sent by
certified mail to each Warrantholder at the last address shown on the
books of the Company maintained for the registry and transfer of the
Warrants. Any notice or other document required or permitted to be
given or delivered to the Company shall be delivered or sent by
certified mail to the principal office of the Company at ▇▇▇▇ ▇▇▇
▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other address as
shall have been furnished to the Warrantholders by the Company.
12. NO RIGHTS AS SHAREHOLDERS; LIMITATION OF LIABILITY. This Warrant shall
not entitle any holder hereof to any of the rights of a shareholder of
the Company. No provision hereof, in the absence of affirmative action
taken by the holder hereof to purchase shares of Common Stock, and no
mere enumeration herein of the rights or privileges of the holder
hereof, shall give rise to any liability of such holder for the
Purchase Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
13. GOVERNING LAW. This Warrant shall be governed by, and construed and
enforced in accordance with, the laws of the State of Florida.
14. MISCELLANEOUS. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
The headings in this Warrant are for purposes of reference only and
shall not affect the meaning or construction of any of the provisions
hereof.
IN WITNESS WHEREOF, THE company has caused this Warrant to be signed by a
duly authorized officer and to be dated as of the 18th day of
October, 1999.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Attest:
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By
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FULL SUBSCRIPTION FORM
To Be Executed By The Registered Holder In Order
To Exercise The Within Warrant In Full
The undersigned hereby exercises the right to purchase
______________ Shares covered by the within Warrant at the date of this
subscription and herewith Makes payment of the sum of $ _____________
representing the Purchase Price of $ ______________________ per Share.
Certificates for such Shares shall be issued in the name of and
delivered to the undersigned, unless otherwise specified by written
instructions, signed by the undersigned and accompanying this
subscription.
Dated
---------------------
Signature:
--------------------------
Name and
Address:
--------------------------
--------------------------
--------------------------
(please print or type)
IRS Identification No.
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PARTIAL SUBSCRIPTION FORM
To Be Executed By The Registered Holder In Order
To Exercise The Within Warrant In Full
The undersigned hereby exercises the right to purchase
_____________ Shares of the total Shares covered by the within Warrant
at the date of this subscription and herewith makes payment of the sum
of $ __________________ representing the Purchase Price of
$ ___________________ per Share. Certificates for such Shares and a new
Warrant of like tenor and date for the balance of the Shares not
subscribed for shall be issued in the name of and delivered to the
undersigned, unless otherwise specified by written instructions, signed
by the undersigned and accompanying this subscription.
Dated
---------------------
Signature:
--------------------------
Name and
Address:
--------------------------
--------------------------
--------------------------
(please print or type)
IRS Identification No.
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Schedule to Warrant Agreement
Identifying Other Warrant Agreements
to Which Telecom Wireless Is a Party
That Are Substantially Identical And
Material Details in Which Such Agreements
Differ from Filed Agreement
Date of Expiration No. of
Warrant Date Holder Shares Exercise Price
------- ---------- ------ ------ --------------
08/26/99 08/26/04 ▇▇▇▇ ▇▇▇▇ 10,000 $5.00
08/26/99 08/26/04 ▇▇▇▇ ▇▇▇▇ 5,100 $7.00
08/26/99 08/26/04 ▇▇▇▇ ▇▇▇▇▇▇▇▇ 10,200 $7.00
08/26/99 08/26/04 ▇▇▇▇ ▇▇▇▇▇▇▇▇ 20,000 $5.00
08/26/99 08/26/04 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 335 $7.00
08/26/99 08/26/04 ▇▇▇▇▇▇ ▇▇▇▇▇▇ 817 $7.00
08/26/99 08/26/04 ▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates, Inc. 55,673 $7.00
08/26/99 08/26/04 Sovereign Capital Advisors, LLC 46,000 $7.00
09/20/99 09/20/04 ▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates, Inc. 2,362 $7.00