Unassociated Document










THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES
ACT”). THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS PROVISIONS
OF THIS WARRANT CERTIFICATE, AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER
DISPOSITION OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL
SUCH PROVISIONS SHALL HAVE BEEN COMPLIED WITH.







Date of
Issuance: ___________, 2005

GIGABEAM
CORPORATION

Common
Stock Purchase Warrants

(Void
after January 28, 2011)




GigaBeam
Corporation, a Delaware corporation (the “Company”), for value received, hereby
certifies and agrees that _______ or its registered assigns (the “Registered
Holder”), is entitled, subject to the terms set forth below, to purchase from
the Company, at any time or from time to time on or after the date hereof (the
“Date of Exercisability”) and on or before January 28, 2011 at not later than
5:00 p.m. New York time (such date and time, the “Expiration Time”), upon
exercise of each Warrant, one (1) duly authorized, validly issued, fully paid
and nonassessable shares of the Company’s
common stock, $0.001 par value per share (the “Common Stock”) at an
initial exercise price equal to $7.00 per share, subject to adjustment in
certain cases as described herein. The shares purchasable upon exercise of the
Warrants represented by this Warrant Certificate, and the purchase price per
share, are hereinafter referred to as the “Warrant Shares” and the “Exercise
Price,” respectively. The term “Warrants” as used herein shall include the
Warrants represented by this Warrant Certificate and any other warrants
delivered in substitution or exchange therefor, as provided herein.


 

The
Warrants have been issued, together with shares of Series A Redeemable Preferred
Stock of the Company (the “Series A Stock”) pursuant to that certain
Subscription Agreement of even date herewith by and among the Company and the
Registered Holder (the “Subscription Agreement”) and are entitled to the
benefits set forth therein, including certain registration rights with respect
to the Warrants and the Warrant Shares. Following the date hereof, the Company
intends to issue additional shares of Series A Stock (the “Additional Series A
Stock”) and warrants identical to the Warrants (the “Additional
Warrants”).























  Exercise.


 

.1  Method
of Exercise.

 

.1.1  The
Warrants may be exercised by the Registered Holder, in whole or in part, by
surrendering this Warrant Certificate, with a Notice of Exercise in the form of
Annex
A hereto
(the “Notice of Exercise”) duly executed by such Registered Holder or by such
Registered Holder’s duly authorized attorney, at the principal office of the
Company set forth in Section 12 hereof, or at such other office or agency as the
Company may designate in writing pursuant to Section 12 hereof (the “Company’s
Office”), accompanied by payment in full with good, cleared funds, in lawful
money of the United States, of the Exercise Price payable in respect of the
number of Warrant Shares purchased upon such exercise or by surrendering
Warrants pursuant to Section 1.2 below.

 

.1.2  Each
exercise of Warrants shall be deemed to have been effected immediately prior to
the close of business on the day on which the Notice of Exercise shall be dated
and directed to the Company (as evidenced by the applicable postmark or other
evidence of transmittal) as provided in Section 1.1(a) hereof. At such time, the
person or persons in whose name or names any certificates for Warrant Shares
shall be issuable upon such exercise shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.


 

.1.3  As soon
as practicable after the exercise of the Warrants, in full or in part, and in
any event within ten (10) days thereafter, the Company, at its expense, will
cause to be issued in the name of, and delivered to, the Registered Holder, or
as such Registered Holder (upon payment by such Registered Holder of any
applicable transfer taxes) may direct:

 

(a)  a
certificate or certificates for the number of full Warrant Shares to which such
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which such Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and

 

(b)  in case
such exercise is in part only, a new certificate or certificates (dated the date
hereof) of like tenor, representing in the aggregate on the face or faces
thereof such number of Warrants as equal (without giving effect to any
adjustment therein) the number of Warrants set forth on the face of this
Certificate minus the number of Warrants (i) exercised in accordance with this
Section 1.1 or (ii) surrender in accordance with Section 1.2
hereof.

 

.2  Exercise
by Surrender of Warrants. In
addition to the method of payment set forth in Section 1.1 and in lieu of any
cash payment required thereunder, at any time following the Date of
Exercisability and prior to the date that the Warrants are first listed on the
OTC Bulletin Board (“OTC Listing Date”), the Warrants may be exercised by
surrendering this Warrant Certificate in the manner specified in this Section 1,
together with irrevocable instructions to the Company to issue in exchange for
the Warrants represented by this Warrant Certificate (or portion thereof) the
number of shares of Common Stock equal to the product of (x) the number of
Warrants being surrendered multiplied by (y) a fraction, the numerator of which
is the Market Value (as defined below) of the Common Stock on the last trading
day prior to the date of exercise less the Exercise Price and the denominator of
which is such Market Value. As used herein, the phrase “Market Value” at any
date shall be deemed to be the average of the last reported sale prices for the
last ten (10) trading days as officially reported by the principal securities
exchange or “over the counter” (including on the pink sheets or bulletin board)
exchange on which the Common Stock is listed or admitted to trading, or, if the
Common Stock is not listed or admitted to trading on any national securities
exchange or sold “over the counter,” the average closing sale price as furnished
by the NASD through Nasdaq or similar organization if Nasdaq is no longer
reporting such information, or if the Common Stock is not quoted on Nasdaq, as
determined in good faith by resolution of the Board of Directors of the Company,
based on the best information available to it. 

 







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  Shares
to be Fully Paid; Reservation of Shares. The
Company covenants that all shares of Common Stock which may be issued upon the
exercise of the rights represented by this Warrant Certificate will, upon
issuance by the Company, be duly and validly issued, fully paid and
nonassessable, and free from preemptive rights and free from all taxes, liens,
duties and charges with respect thereto and, in addition, the Company covenants
that it will from time to time take all such action as may be requisite to
assure that the par value per share of the Common Stock is at all times equal to
or less than the effective Exercise Price. The Company further covenants that,
from and after the date hereof (the “Date of Issuance”) and during the period
within which the rights represented by this Warrant Certificate may be
exercised, the Company will at all times have authorized and reserved, free from
preemptive rights, out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the Warrants, a sufficient
number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant Certificate. If at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to affect the
exercise of the Warrants, the Company shall take any and all corporate action as
is necessary to increase it’s authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose. The Company will
take all such action within its control as may be necessary on its part to
assure that all such shares of Common Stock may be so issued without violation
of any applicable law or regulation, or of any requirements of any national
securities exchange upon which the Common Stock of the Company may be listed.


 

  Fractional
Shares. The
Company shall not be required upon the exercise of the Warrants to issue any
fractional shares, but shall make an adjustment therefor in cash on the basis of
the Market Value for each fractional share of the Company’s Common Stock which
would be issuable upon exercise of the Warrants.

 

  Requirements
for Transfer.

 

.1  Warrant
Register. The
Company will maintain a register (the “Warrant Register”) containing the names
and addresses of the Registered Holder or Registered Holders. Any Registered
Holder of the Warrants or any portion thereof may change its address as shown on
the Warrant Register by written notice to the Company requesting such change,
and the Company shall promptly make such change. Until any of the Warrants are
transferred on the Warrant Register of the Company, the Company may treat the
Registered Holder as shown on the Warrant Register as the absolute owner of such
Warrants for all purposes, notwithstanding any notice to the contrary, provided,
however, that if and when any such Warrants are properly assigned in blank, the
Company may, but shall not be obligated to, treat the bearer hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

 

 







3












 

.2  Warrant
Agent.
Effective as of the OTC Listing Date, the Company will appoint Continental Stock
Transfer & Trust Company or similar entity, as agent (“Warrant Agent”) for
the purpose of maintaining the Warrant Register referred to in Section 4.1
hereof, issuing the Common Stock issuable upon the exercise of the Warrants,
exchanging the Warrants, replacing the Warrants or any or all of the foregoing.
Thereafter, any such registration, issuance, exchange, or replacement, as the
case may be, may be made at the office of such agent.

 

.3  Transfer. Subject
to the provisions of this Section 4, the Warrants and all rights hereunder are
transferable, in whole or in part, upon the surrender of this Warrant
Certificate with a properly executed Assignment Form in substantially the form
attached hereto as Annex
B (the
“Assignment”) at the principal office of the Company.

 

.4  Exchange
of Warrants upon a Transfer.


 

.4.1  On
surrender of this Warrant Certificate for exchange, properly endorsed on the
Assignment and subject to the provisions of this Warrant Certificate and
limitations on assignments and transfers as contained in this Section 4, the
Company at its expense shall issue to or on the order of the Registered Holder a
new certificate or certificates of like tenor, in the name of the Registered
Holder or as the Registered Holder (on payment by the Registered Holder of any
applicable transfer taxes) may direct, for the number of shares issuable upon
exercise hereof.

 

.4.2  Any
Warrants submitted to the Warrant Agent after the OTC Listing Date for transfer
shall be replaced and issued to the directed recipient with a new form of
warrant certificate and subject to the terms of the certain warrant agreement
between the Company and the Warrant Agent dated as of January 28, 2005, as
amended through the date hereof and attached hereto as Annex
C.

 

  Adjustments
of Exercise Price and Number of Securities. The
following adjustments apply to the Exercise Price of the Warrants and the number
of Warrant Shares purchasable upon exercise of the Warrants. 

 

.1  Weighted
Average Computation of Adjusted Price. Except
as hereinafter provided, in case the Company shall, at any time after the date
hereof and prior to the OTC Listing Date, issue or sell any Additional Stock (as
defined below) (other than the issuances or sales of Common Stock pursuant to
rights to subscribe for such Common Stock distributed to all the shareholders of
the Company and holders of Warrants pursuant to Section 5.7 hereof and shares of
Common Stock issued upon the direct or indirect conversion or exchange of
securities for shares of Common Stock), for a consideration per share less than
the Exercise Price in effect immediately prior to the issuance, or without
consideration, the Exercise Price shall (until another adjustment is required to
be made pursuant to this Section 5) be reduced to the price (calculated to the
nearest full cent) determined by the quotient derived by dividing (i) an amount
equal to the sum of (a) the product of (1) the total number of shares of Common
Stock outstanding immediately prior to such issuance or sale of Additional
Stock, multiplied by (2) the Exercise Price in effect immediately prior to such
issuance or sale plus, (b) the aggregate of the amount of all consideration, if
any, received by the Company upon such issuance or sale of Additional Stock, by
(ii) the total number of shares of Common Stock outstanding immediately after
such issuance or sale of Additional Stock; provided, however, that in no event
shall the Exercise Price be adjusted pursuant to this computation to an amount
in excess of the Exercise Price in effect immediately prior to such computation,
except in the case of a combination of outstanding shares of Common Stock, as
provided by Section 5.3 hereof. Notwithstanding anything herein to the contrary,
no adjustment to the Exercise Price shall be made if the amount of said
adjustment shall be less than five cents per Warrant Share, provided, however,
that in such case any adjustment that would otherwise be required then to be
made shall be carried forward and shall be made at the time of and together with
the next subsequent adjustment which, together with any adjustment so carried
forward, shall amount to at least five cents per Warrant Share.

 







4












 

"Additional
Stock" shall mean Common Stock or options, warrants or other rights to acquire
or securities convertible into or exchangeable for shares of Common Stock,
including shares held in the Company's treasury, and shares of Common Stock and
shares of Common Stock issued upon the direct or indirect conversion or exchange
of securities for shares of Common Stock, other than:

 

(a)  the
issuance or sale of Additional Series A Stock and Additional
Warrants;

 

(b)  the
issuance or sale of shares of Common Stock (i) issuable upon the exercise of
Warrants and Additional Warrants or (ii) issuable in exchange for the Series A
Stock and Additional Series A Stock;

 

(c)  the
issuance of options or other stock-based awards pursuant to the Company's
employee stock option plan in effect on the date hereof or subsequently adopted
and approved by the Company’s stockholders or the issuance by the Company of any
shares of Common Stock pursuant to the exercise of any such options or other
stock-based awards, or (ii) the issuance by the Company of any shares of Common
Stock pursuant to the exercise of any options or warrants or conversion or
exchange of convertible or exchangeable securities previously issued and
outstanding on the date hereof; 

 

(d)  the
issuance of shares of Common Stock or securities convertible into or
exchangeable or exercisable for shares of Common Stock (and the shares of Common
Stock issuable upon the conversion, exercise or exchange thereof) in connection
with any future acquisition, merger or other business combination, purchase of
assets or of all or a portion of a business or other strategic relationship
entered, by the Company or any of its subsidiaries; and 

 

(e)  the
issuance of any shares of Common Stock, or any options, warrants or convertible
or exchangeable securities (or any shares of Common Stock upon exercise,
conversion or exchange thereof) to HCFP/Brenner Securities LLC or any other
broker-dealer in connection with the sale of the Series A Stock and Warrants or
Additional Series A Stock and Additional Warrants.

 

For the
purposes of any computation to be made in accordance with this Section 1.1, the
following provisions shall be applicable:

 







5












(f)  In case
of the issuance or sale of shares of Common Stock for a consideration part or
all of which shall be cash, the amount of the cash consideration therefor shall
be deemed to be the amount of cash received by the Company for such shares (or,
if shares of Common Stock are offered by the Company for subscription, the
subscription price, or, if such securities shall be sold to underwriters or
dealers for public offering without a subscription offering, the initial public
offering price) before deducting therefrom any compensation paid or discount
allowed in the sale, underwriting or purchase thereof by underwriters or dealers
or others per-forming similar services, or any expenses incurred in connection
therewith.

 

(g)  In case
of the issuance or sale (otherwise than as a dividend or other distribution on
any stock of the Company) of shares of Common Stock for a consideration part or
all of which shall be other than cash, the amount of the consideration therefor
other than cash shall be deemed to be the value of such consideration as
determined in good faith by the Board of Directors of the Company.

 

(h)  Shares of
Common Stock issuable by way of dividend or other distribution on any stock of
the Company shall be deemed to have been issued immediately after the opening of
business on the day following the record date for the determination of
shareholders entitled to receive such dividend or other distribution and shall
be deemed to have been issued without consideration.

 

(i)  The
reclassification of securities of the Company other than shares of Common Stock
into securities including shares of Common Stock shall be deemed to involve the
issuance of such shares of Common Stock for a consideration other than cash
immediately prior to the close of business on the date fixed for the
determination of security holders entitled to receive such shares, and the value
of the consideration allocable to such shares of Common Stock shall be
determined as provided in subsection (b) above.

 

(j)  The
number of shares of Common Stock at any one time outstanding shall include the
aggregate number of shares issued or issuable upon the exercise of options,
rights, and warrants and upon the conversion or exchange of convertible or
exchangeable debt or equity securities.

 

.2  Options,
Rights, Warrants and Convertible and Exchangeable Securities. Except
in the case of the Company issuing rights to subscribe for shares of Common
Stock distributed to all the shareholders of the Company and Holders of Warrants
pursuant to Section 5.7 hereof, if the Company shall at any time after the date
hereof and prior to the OTC Listing Date, issue options, rights or warrants to
subscribe for shares of Common Stock, or issue any securities convertible into
or exchangeable for shares of Common Stock, (i) for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
options, rights or warrants, or such convertible or exchangeable securities or
(ii) without consideration, the Exercise Price in effect immediately prior to
the issuance of such options, rights or warrants, or such convertible or
exchangeable securities, as the case may be, shall be reduced to a price
determined by making a computation in accordance with the provisions of Section
5.1 hereof, provided that:

 







6












 

(a)  The
aggregate maximum number of shares of Common Stock, as the case may be, issuable
under all the outstanding options, rights or warrants shall be deemed to be
issued and outstanding at the time all the outstanding options, rights or
warrants were issued, and for a consideration equal to the purchase price per
share provided for in the options, rights or warrants at the time of issuance,
plus the consideration (determined in the same manner as consideration received
on the issue or sale of shares in accordance with the terms of the Warrants), if
any, received by the Company for the options, rights or warrants, and if no
minimum price is provided in the options, rights or warrants, then the
consideration shall be equal to zero; provided, however, that upon the
expiration or other termination of the options, rights or warrants, if any
thereof shall not have been exercised, the number of shares of Common Stock
deemed to be issued and outstanding pursuant to this subsection (a) (and for the
purposes of subsection (e) of Section 5.1 hereof) shall be reduced by such
number of shares as to which options, warrants and/or rights shall have expired
or terminated unexercised, and such number of shares shall no longer be deemed
to be issued and outstanding, and the Exercise Price then in effect shall
forthwith be readjusted and thereafter be the price which it would have been had
adjustment been made on the basis of the issuance only of shares actually issued
or issuable upon the exercise of those options, rights or warrants as to which
the exercise rights shall not have expired or terminated
unexercised.

 

(b)  The
aggregate maximum number of shares of Common Stock issuable upon conversion or
exchange of any convertible or exchangeable securities shall be deemed to be
issued and outstanding at the time of issuance of such securities, and for a
consideration equal to the consideration (determined in the same manner as
consideration received on the issue or sale of shares of Common Stock in
accordance with the terms of the Warrants) received by the Company for such
securities, plus the minimum consideration, if any, receivable by the Company
upon the conversion or exchange thereof; provided, however, that upon the
termination of the right to convert or exchange such convertible or exchangeable
securities (whether by reason of redemption or otherwise), the number of shares
deemed to be issued and out-standing pursuant to this subsection (b) (and for
the purpose of subsection (e) of Section 5.1 hereof) shall be reduced by such
number of shares as to which the conversion or exchange rights shall have
expired or terminated unexercised, and such number of shares shall no longer be
deemed to be issued and outstanding and the Exercise Price then in effect shall
forthwith be readjusted and thereafter be the price which it would have been had
adjustment been made on the basis of the issuance only of the shares actually
issued or issuable upon the conversion or exchange of those convertible or
exchangeable securities as to which the conversion or exchange rights shall not
have expired or terminated unexercised

 

(c)  If any
change shall occur in the price per share provided for in any of the options,
rights or warrants referred to in subsection (a) of this Section 5.2, or in the
price per share at which the securities referred to in subsection (b) of this
Section 5.2 are convertible or exchangeable, the options, rights or warrants or
conversion or exchange rights, as the case may be, shall be deemed to have
expired or terminated on the date when such price change became effective in
respect of shares not theretofore issued pursuant to the exercise or conversion
or exchange thereof, and the Company shall be deemed to have issued upon such
date new options, rights or warrants or convertible or exchangeable securities
at the new price in respect of the number of shares issuable upon the exercise
of such options, rights or warrants or the conversion or exchange of such
convertible or exchangeable securities.

 

.3  Subdivision
and Combination. In case
the Company shall at any time split, subdivide, reverse split or combine the
outstanding Common Shares, the Exercise Price shall forthwith be proportionately
decreased in the case of a split or subdivision or increased in the case of a
reverse split or combination.

 







7












 

.4  Reclassification,
Consolidation, Merger, etc. In case
of any reclassification or change of the outstanding Common Shares (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 in the case of
any consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the outstanding Common Shares, except a change as a result of a
subdivision or combination of such shares or a change in nominal value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder shall thereafter have the
right to purchase the kind and number of shares of stock and other securities
and property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance as if the Holder were the owner of the Warrant Shares
issuable upon exercise of the Warrants immediately prior to any such events at a
price equal to the product of (x) the number of Warrant Shares issuable upon
exercise of the Warrants and (y) the Exercise Price in effect immediately prior
to the record date for such reclassification, change, consolidation, merger,
sale or conveyance as if such Holder had exercised the Warrants.

 

.5  Dividends
and Distributions. In case
the Company shall at any time after the date hereof pay a dividend in Common
Shares or make a distribution in Common Shares, then upon such dividend or
distribution, the Exercise Price in effect immediately prior to such dividend or
distribution shall be reduced to a price determined by dividing an amount equal
to the total number of Common Shares outstanding immediately prior to such
dividend or distribution multiplied by the Exercise Price in effect immediately
prior to such dividend or distribution, by the total number of Common Shares
outstanding immediately after such issuance or sale. For purposes of any
computation to be made in accordance with the provisions of this Section 5.5,
the Common Shares issuable by way of dividend or distribution shall be deemed to
have been issued immediately after the opening of business on the date following
the date fixed for determination of shareholders entitled to receive such
dividend or distribution.

 

.6  Adjustment
in Number of Warrant Shares. Upon
each adjustment of the Exercise Price pursuant to the provisions of this Article
1, the number of Warrant Shares issuable upon the exercise of each Warrant shall
be adjusted to the nearest full Common Share by multiplying a number equal to
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares issuable upon exercise of the Warrants immediately prior to
such adjustment and dividing the product so obtained by the adjusted Exercise
Price.

 

.7  Subscription
Rights for Shares of Common Stock or Other Securities. In the
case that the Company or an affiliate of the Company shall at any time after the
date hereof and prior to the exercise of all the Warrants issue any rights to
subscribe for shares of Common Stock or any other securities of the Company or
of such affiliate to all the shareholders of the Company (other than as set
forth in Section 8 hereof), the Holders of the unexercised Warrants shall be
entitled, in addition to the shares of Common Stock or other securities
receivable upon the exercise of the Warrants, to receive such rights at the time
such rights are distributed to the other shareholders of the
Company.

 

.8  Determination
of Outstanding Shares. The
number of Common Shares at any one time outstanding shall include the aggregate
number of shares issued or issuable upon the exercise of outstanding options,
rights, warrants and upon the conversion or exchange of outstanding convertible
or exchangeable securities.

 







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  Payment
of Taxes. The
Company will pay all taxes (other than taxes based upon income or other taxes
required by law to be paid by the holder) and other governmental charges that
may be imposed with respect to the issue or delivery of shares of Common Stock
upon exercise of the Warrants, excluding any tax or other charge imposed in
connection with any transfer involved in the issue and delivery of shares of
Common Stock in a name other than that in which the Warrants so exercised were
registered.

 

  No
Impairment. The
Company will not, by amendment of its Amended and Restated Certificate of
Incorporation or through any reorganization, recapitalization, sale or transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant Certificate but will at all times in good
faith carry out all such terms and take all such actions as may be reasonably
necessary or appropriate in order to protect the rights herein of the holder of
the Warrants against dilution or other impairment. 

 

  Liquidating
Dividends and Other Distributions. If the
Company pays a dividend or makes a distribution on the Common Stock payable
otherwise than in cash out of earnings or earned surplus (determined in
accordance with generally accepted accounting principles) except for a stock
dividend payable in shares of Common Stock (a “Liquidating Dividend”) or
otherwise distributes to its stockholders any assets, properties, rights,
evidence of indebtedness, securities whether issued by the Company or by
another, or any other thing of value, then the Company will pay or distribute to
the Registered Holder of the Warrants, upon the exercise of the Warrants, in
addition to the Warrant Shares purchased upon such exercise, either or both of,
as the case may be (i) the Liquidating Dividend that would have been paid to
such Registered Holder if he had been the owner of record of such Warrant Shares
immediately prior to the date on which a record is taken for such Liquidating
Dividend or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such dividends or distribution are to be determined and
(ii) the same property, assets, rights, evidences of indebtedness, securities or
any other thing of value that the Registered Holder would have been entitled to
receive at the time of such distribution as if such Warrants had been exercised
immediately prior to such distribution.

 

  Redemption.
Provided
that the Warrant Shares are registered for resale under an effective
Registration Statement filed by the Company with the Securities and Exchange
Commission, upon not
less than fourteen (14) business days’ prior written notice as provided in
Section 13 hereof (“Redemption Notice”) to the Registered Holder,
the
Warrants may be redeemed by the Company at any time commencing 30 days after the
date of effectiveness of such Registration Statement and prior to expiration of
the Warrants, in whole but not in part, at its sole option, at the redemption
price of $0.05 per share for every share of Common Stock purchasable upon
exercise hereof at the time of such redemption, if the last sale price of a
share of Common Stock is at least 180% of the then-effective Exercise Price as
adjusted for stock splits, dividends and the like for the 10 consecutive trading
days ending within three business days prior to the day on which notice of
redemption is given to the Registered Holder. The sending of the Redemption
Notice shall not affect the Registered Holder’s ability to exercise these
Warrants at any time prior to the date of redemption. On and after the date of
redemption, the holder shall only have the right to receive $0.05 per share of
Common Stock purchasable upon exercise hereof at the time of such
redemption.

 







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 Notices
of Record Date, Etc. In case
the Company shall take a record of the holders of its Common Stock (or other
stock or securities at the time deliverable upon the exercise of the Warrants)
for the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares of
stock of any class or any other securities, or to receive any other right; or of
any capital reorganization of the Company, any reclassification of the capital
stock of the Company, any consoli-dation or merger of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the surviving entity), or any transfer of all or substantially all of the
assets of the Company; or of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, and in each such case, the
Company will mail or cause to be mailed to the Registered Holder of the Warrants
a notice specifying, as the case may be, (i) the date on which a record is to be
taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right, or (ii) the
effective date on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up is to take place, and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such other stock or securities at the time deliverable upon the
exercise of the Warrants) shall be entitled to exchange their shares of Common
Stock (or such other stock or securities) for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
transfer, dissolution, liquidation or winding-up. The Company will cause such
notice to be mailed at least twenty (20) business days prior to the record date
or effective date for the event specified in such notice unless such prior
notice is waived by the Registered Holder.

 

  No
Rights of Stockholders. Subject
to other Sections of this Warrant Certificate, the Registered Holder shall not
be entitled to vote, to receive dividends or subscription rights, nor shall
anything contained herein be construed to confer upon the Registered Holder, as
such, any of the rights of a stockholder of the Company, including without
limitation any right to vote for the election of directors or upon any matter
submitted to stockholders, to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock, reclassification of
stock, change of par value or change of stock to no par value, consolidation,
merger, conveyance, or otherwise), to receive notices, or otherwise, until the
Warrants shall have been exercised as provided herein.

 

  Replacement
of Warrant Certificate. Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant Certificate and (in the case of loss,
theft or destruction) upon delivery of an indemnity agreement reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant Certificate, the Company will issue, in lieu
thereof, a new warrant certificate of like tenor.

 

  Mailing
of Notices, Etc. 

 

(a)  All
notices, requests, consents, and other communications in connection with these
Warrants shall be in writing and shall be deemed delivered (i) three (3)
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid, (ii) one (1) business day after being sent via a
reputable overnight courier service guaranteeing next business day delivery in
the Holder’s country or region, or (iii) on actual receipt if delivered by
telecopier, in each case delivery shall be made to the intended recipient as set
forth below:

 







10












 

If to the
Company:

 

GigaBeam
Corporation

470
Springpark Place, Suite 900

Herndon,
Virginia 20170

Attention:
Louis S. Slaughter 

Telecopier
No.: (571) 283-6203

Attention:
Louis S. Slaughter, CEO

(e-mail:
lou.slaughter@gigabeam.com)

 

With a
copy to:

 

Blank
Rome LLP

405
Lexington Avenue

New York,
New York 10174

Telecopier
No.: (212) 885-5544

Attention:
Elise M. Adams, Esq. 

(e-mail:
eadams@blankrome.com)

 

If to the
Registered Holder:

 

To the
address set forth in the Warrant Register as described in Section 4
hereof.

 

(b)  All
notices and other communi-cations from the Company to the Registered Holder of
the Warrants shall be (x) mailed by first-class certified or registered mail,
postage prepaid, and (y) sent by telecopier delivery, to the address and
telecopier number furnished to the Company in writing by the last Registered
Holder of these Warrants who shall have furnished an address to the Company in
writing. In the case of a Redemption Notice pursuant to Section 8, such notice
shall be provided by (x) telecopier delivery and (y) courier or hand delivery,
and not by first class certified or registered mail as prescribed above. All
notices and other communications from the Registered Holder of the Warrants or
in connection herewith to the Company shall be mailed by first-class certified
or registered mail, postage prepaid, to the Company’s office set forth above. If
the Company should at any time change the location of its principal office to a
place other than as set forth below, then it shall give prompt written notice to
the Registered Holder of the Warrants and thereafter all references in the
Warrants to the location of its principal office at the particular time shall be
as so specified in such notice.

 

  Change
or Waiver. Any
term of this Warrant Certificate may be changed or waived only by an instrument
in writing signed by the party against which enforcement of the change or waiver
is sought.

 







11












 

  Headings. The
headings in this Warrant Certificate are for purposes of reference only and
shall not limit or otherwise affect the meaning of any provision of this Warrant
Certificate. 

 

  Severability. If any
provision of this Warrant Certificate shall be held to be invalid and
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Warrant Certificate.

 

  Governing
Law and Submission to Jurisdiction. This
Warrant Certificate will be governed by and construed in accordance with the
laws of the State of New York without regard to principles of conflict or choice
of laws of any jurisdiction, except to the extent that the Delaware and General
Corporation Law is mandatorily applicable. The parties hereby agree that any
action, proceeding or claim against it arising out of, or relating in any way to
this Warrant Certificate shall be brought and enforced in the courts of the
State of New York, and irrevocably submit to such jurisdiction, which
jurisdiction shall be exclusive.

 

  Certificate. Upon
request by the Registered Holder of the Warrants, the Company shall promptly
deliver to such holder a certificate executed by its President or Chief
Financial Officer setting forth the total number of outstanding shares of
capital stock, convertible debt instruments and options, rights, warrants or
other agreements relating to the purchase of such capital stock or convertible
debt instruments, together with its calculation of the number of shares
remaining available for issuance upon exercise of the Warrants, and a
certificate of the accuracy of the statements set forth therein. 

 

  Supplements
and Amendments. The
Company may from time to time supplement or amend this Warrant Certificate in
order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any provision herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Registered Holder may deem necessary or
desirable.

 

  Successors. All the
covenants and provisions of this Warrant Certificate shall be binding upon and
inure to the benefit of the Company and the Registered Holder and their
respective successors and assigns hereunder.

 

  Benefits
of these Warrants. Nothing
in this Warrant Certificate shall be construed to give to any person, entity or
corporation other than the Company and the Registered Holder of the Warrants any
legal or equitable right, remedy or claim under this Warrant Certificate; and
the rights under this Warrant Certificate shall be for the sole and exclusive
benefit of the Company and the Registered Holder of the Warrants.

 

IN
WITNESS WHEREOF, GIGABEAM CORPORATION has caused this Warrant Certificate to be
signed by its duly authorized officers under its corporate seal and to be dated
on the day and year first written above.

 




GIGABEAM
CORPORATION







By:_________________________________

Name:
Louis S. Slaughter

Title:
Chief Executive Officer

 







12













ANNEX
A




NOTICE
OF EXERCISE FORM





	To:	
       Dated: 




           

In
accordance with the Warrant Certificate enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase _____________
shares of common stock (“Common Stock”), $.001 par value per share, of GigaBeam
Corporation (“Company”) and encloses herewith $________ in cash, certified or
official bank check or checks or other immediately available funds, which sum
represents the aggregate Exercise Price (as defined in the Warrant Certificate)
for the number of shares of Common Stock to which this Form of Election to
Purchase relates, together with any applicable taxes payable by the undersigned
pursuant to the Warrant Certificate.

 

or

 

In
accordance with the Warrant Certificate enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase ____________
shares of common stock (“Common Stock”), $.001 par value per share, of GigaBeam
Corporation (“Company”) by surrender of Warrants to purchase ______ shares of
Common Stock (with a “Market Value” of $____). 




The
undersigned hereby represents, warrants to, and agrees with, the Company
that:




(i) The
undersigned is acquiring the Warrant Shares for its own account and not with a
view towards the distribution thereof;




(ii) The
undersigned has received a copy of all reports and documents required to be
filed by the Company with the Commission pursuant to the Securities Exchange Act
of 1934, as amended, within the last 12 months and all reports issued by the
Company to its stockholders;




(iii)
 The
undersigned understands that it must bear the economic risk of the investment in
the Warrant Shares, which cannot be sold unless they are registered under the
Securities Act of 1933 (the “1933 Act”) or an exemption therefrom is available
thereunder;




(iv) The
undersigned is aware that the Company shall place stop transfer orders with its
transfer agent against the transfer of the Warrant Shares in the absence of
registration under the 1933 Act or an exemption therefrom as provided herein;


 


	 	 	
      Signature: 
	 
	 	 	Address: 	 



 

 







13













ANNEX
B




ASSIGNMENT
FORM




FOR VALUE
RECEIVED, _________________________________ hereby sells, assigns and transfers
all of the rights of the undersigned under the attached Warrant Certificate with
respect to the number of shares of Common Stock covered thereby set forth below,
unto:

 


 


	 Name of Assignee 	 Address	No. of Shares 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Dated:  	 
	 	 	 
	 	Signature: 	 
	 	 	 
	 	Dated:	 
	 	 	 
	 	Witness:	 



         

 




 







14