Unassociated Document





Name:___________________________




$ Amount
Subscribed for:____________







 










GIGABEAM
CORPORATION







SUBSCRIPTION
DOCUMENTS





 




This
booklet consists of:





	 	
      ·
	
      One
      Subscription/Registration Rights Agreement;
and








	 	
      ·
	
      One
      NASD/Selling Securityholder Questionnaire.





























GIGABEAM
CORPORATION


















SUBSCRIPTION
INSTRUCTIONS















IMPORTANT:
PLEASE READ THE ATTACHED SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT CAREFULLY
BEFORE COMPLETING AND SIGNING IT. THERE ARE SIGNIFICANT REPRESENTATIONS
CONTAINED IN THE SUBSCRIPTION/REGISTRATION RIGHTS
AGREEMENT.







All
subscribers must complete and execute the documents contained in this booklet in
accordance with the instructions set forth below. Any questions you may have
concerning these documents should be directed to Brian L. Ross, Esq., at
Graubard Miller, counsel to the Placement Agent, at (212-818-8610).




INSTRUCTIONS

 


	
      1.
	
      All
      investors please fill in requested information, date and sign the
      Subscription/Registration Rights Agreement included in this
      package.




 

 


	
      2.
	
      All
      investors please fill in the requested information, date and sign the copy
      of the NASD/Selling Securityholder Questionnaire included in this
      package.




 

 


	
      3.
	
      Cash
      payments:
      Investors paying for their investment in cash, please follow the
      instructions for making payment by wire
      transfer or
      check
      payment
      that are set forth in Sections 1 and 2, respectively, of Schedule
      1 to
      the Subscription/Registration Rights Agreement (see page
    S-1).




 

 


	
      4.
	
      Payments
      using 2005 Notes:
      Investors paying for their investment through the conversion of the
      Company’s 8% Senior Convertible promissory notes issued in January 2005 or
      February 2005 (“2005 Notes”), please follow the instructions for the
      conversion and surrender of the 2005 Notes that are set forth in Section 3
      of Schedule
      1 to
      the Subscription/Registration Rights Agreement (see page S-1), including
      completion and delivery of the Conditional Note Surrender and Conversion
      Form attached as Exhibit
      1
      thereto (see page S-7).




 

 


	
      5.
	
      Payments
      using combination of cash and 2005 Notes:
      Investors paying for their investment through a combination of cash and
      conversion of 2005 Notes must follow steps 3 and 4,
  above.




 

 


	
      6.
	
      All
      investors please return completed documents to Graubard Miller, The
      Chrysler Building, 405 Lexington Avenue, New York, New York 10174,
      Attention: Brian L. Ross, Esq.




 


























 

GIGABEAM
CORPORATION

 











SUBSCRIPTION/REGISTRATION
RIGHTS AGREEMENT

 











INSTRUCTIONS




IMPORTANT:
PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT
REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.




PLEASE
COMPLETE AS FOLLOWS:

 


	
      1.
	
      Fill
      in the missing information on Page 1.




 

 


	
      2.
	
      Individual
      Investors must complete and sign Question 8.8 and sign the Individual
      Investor
      signature page.




 

 


	
      3.
	
      Entity
      Investors must complete Question 8.9 (please note, persons affiliated with
      the entity may be required to complete and sign Question 8.8) and
      additionally sign the Entity
      Investor
      signature page.




 

 


	
      4.
	
      Persons
      directing investment decisions for an Investor that is an irrevocable
      trust must also complete the Supplemental Questionnaire beginning on page
      13.




 




DELIVER
YOUR EXECUTED AGREEMENT AND QUESTIONNAIRE TO:




GRAUBARD
MILLER

THE
CHRYSLER BUILDING

405
LEXINGTON AVENUE

NEW
YORK, NEW YORK 10174

ATTENTION:
BRIAN L. ROSS, ESQ.




DELIVER
CASH
PORTION
OF PAYMENT BY WIRE TRANSFER OR CHECK 
AND 

2005
NOTE PORTION
OF PAYMENT BY DELIVERY OF THE 

2005
NOTES 

AS
PROVIDED HEREIN ON PAGE S-1.




NOTE:
UNDER THE PROVISIONS OF THE PATRIOT ACT, YOU MUST
FURNISH YOUR SOCIAL SECURITY OR EIN NUMBER ON THE FOLLOWING PAGE IN ORDER FOR
THE ESCROW AGENT TO ACCEPT YOUR PAYMENT.

 




























Print
Name of Subscriber ___________________




Social
Security or EIN Number _______________







SUBSCRIPTION/REGISTRATION
RIGHTS AGREEMENT







GigaBeam
Corporation (“Company”) and the Investor hereby agree as follows:

 

1. Subscription
for Securities. I
(sometimes referred to herein as the “Investor”) hereby subscribe for and agree
to purchase ______ shares of the Company’s 10% Series A Redeemable Preferred
Stock (“Preferred Stock”) for $700 per share and ______ common stock purchase
warrants (“Warrants”) for $0.05 per Warrant, or an aggregate purchase price for
such securities of $_____________, as offered by the Company as part of an
offering for aggregate gross proceeds of up to $6 million of Preferred Stock and
Warrants, which amount may be increased in the mutual discretion of the Company
and the Placement Agent (“Offering”). I understand that the Preferred Stock and
Warrants may only be purchased together on a one (1) share-and-100 Warrants
basis. HCFP/Brenner Securities LLC shall act as the exclusive managing placement
agent in this Offering (“HCFP” or “Placement Agent”). The minimum investment is
$105,750 (or 150 shares of Preferred Stock and 15,000 Warrants), or such lesser
amount to which the Placement Agent and the Company may mutually
agree.

 

 

2. Terms
of the Securities. The
terms of the Preferred Stock are as prescribed in the Certificate of
Designations, Rights and Preferences of the 10% Series A Redeemeable Preferred
Stock attached hereto as Exhibit
A
(“Certificate of Designations”) and the terms of the Warrants are as prescribed
in the form of Warrant Certificate attached hereto as Exhibit
B
(“Warrant Certificate”) and the Warrant Agreement, as amended, attached hereto
as Exhibit
C
(“Warrant Agreement”). The Warrant Agreement was executed as of January 28, 2005
in connection with the Company’s issuance of other warrants (“January 2005
Warrants”) in a private placement and was amended on May 6, 2005 to include the
Warrants thereunder. The Warrants will be identical to the January 2005
Warrants. The Preferred Stock and the shares of common stock (“Common Stock”)
issuable as dividends thereon (“Dividend Shares”) and the Warrants (and the
shares of Common Stock underlying the Warrants) are collectively referred to
herein as the “Securities.” 

 

 

3. Offering
Period; Maximum. The
Securities will be offered for sale until May 31, 2005, subject to extension
until June 15, 2005, without notice to the Investor or other subscribers, at the
discretion of the Placement Agent, or such later date as mutually agreed upon by
the Company and the Placement Agent (such date, as it may be extended, is
referred to as the “Termination Date”). The Offering is being conducted on a
best-efforts basis. There is no minimum amount of aggregate investment that must
be received by the Company in order for there to be a closing. It is
hereby acknowledged by the parties that the Placement Agent and broker/dealers
employed by the Placement Agent and/or certain of their affiliates are currently
holders of the securities of the Company. It is further acknowledged that (a)
such security holders, as well as directors, officer and employees of the
Company, shall be permitted to purchase Securities in this Offering and (b)
holders of an aggregate principal amount of $2.5 million of the Company’s
outstanding 8% senior convertible notes have the right to exchange all or a
portion of those notes (and the due and unpaid interest thereon) for the
Securities offered in this Offering.

 

 

4. Closings. The
Company may hold an initial closing (“Initial Closing”) at any time after the
receipt of one or more accepted subscriptions prior to the Termination Date.
After the Initial Closing, subsequent closings with respect to additional
Securities may take place at any time, as determined jointly by the Company and
the Placement Agent, with respect to subscriptions accepted prior to the
Termination Date (each such closing, together with the Initial Closing, being
referred to as a “Closing”). 

 

 







1















5. Investor
Delivery of Payment and Documents.


 

5.1 I have
tendered the full purchase price for the Securities by one or a combination of
the following means:

 

(a) wiring
funds in accordance with the instructions set forth in Section 1 to Schedule 1;


 

(b) by
delivery of a check in accordance with the instructions set forth in Section 2
of Schedule
1;
and/or

 

(c) delivering
certain 2005 Notes in accordance with the instructions set forth in Section 3 to
Schedule
1.

 

5.2 I hereby
tender to the Placement Agent an executed copy of this Subscription/Registration
Rights Agreement and the accompanying NASD/Selling Securityholder Questionnaire.


 

5.3 In the
event a Closing does not take place with respect to any subscription for any
reason or if my subscription is otherwise rejected, all cash proceeds and 2005
Notes delivered by me in accordance with the foregoing shall be returned to me
as soon as practicable, without interest or deduction. 

 

5.4 In the
event my subscription is accepted and there is a Closing, the Securities that I
am subscribing for will be delivered promptly to me along with a fully executed
version of this Agreement. To the extent any portion of the 2005 Notes delivered
hereby are not converted into Securities, the Company shall issue new notes of
like tenor having a principal amount equal to the principal amount not converted
hereunder.

 

6. Acceptance
or Rejection of Subscription/Registration Rights
Agreement. Each of
the Company and the Placement Agent have the right to reject this subscription
for the Securities, in whole or in part for any reason and at any time prior to
the Closing, notwithstanding prior receipt by me of notice of acceptance of my
subscription. The Securities subscribed for herein will not be deemed issued to
or owned by me until two copies of this Subscription/Registration Rights
Agreement have been executed by me and countersigned by the Company, and a
Closing with respect to my subscription has occurred.



7. Offering
to Accredited Investors. This
Offering is limited to accredited investors as defined in Section 2(15) of the
Securities Act of 1933, as amended (“Securities Act"), and Rule 501 promulgated
thereunder, and is being made without registration under the Securities Act in
reliance upon the exemptions contained in Sections 3(b), 4(2) and/or 4(6) of the
Securities Act and applicable state securities laws. As indicated by my
responses hereof, the Investor is an “accredited investor” within the meaning of
Section 2(15) of the Securities Act and Rule 501 promulgated
thereunder.

 

8. Investor
Representations and Warranties. I
acknowledge, represent and warrant to the Company and the Placement Agent as
follows:



8.1 Obligations
of the Company and the Investor. The
Company has no obligation to me other than as set forth in this Agreement. I am
aware that, except for any rescission rights that may be provided under
applicable laws, I am not entitled to cancel, terminate or revoke this
subscription, and any agreements made in connection herewith will survive my
death or disability. In order to induce the Company to issue and sell the
Securities to me, I represent and warrant that the information relating to me
stated herein and in the NASD/Selling Securityholder Questionnaire is true and
complete as of the date hereof and will be true and complete as of the date on
which my purchase of Securities becomes effective. If, prior to the final
consummation of the offer and sale of the Securities and the date the
Registration Statement (defined in Schedule
1) is
declared effective by the SEC, there should be any change in such information or
any of such information becomes incorrect or incomplete, I agree to notify the
Company and supply the Company promptly with corrective information.


   







2















8.2 Information
About the Company.

 

 

(a) I have
been given reasonable opportunity to meet with officers of the Company for the
purpose of asking reasonable questions of such officers concerning the terms and
conditions of the Offering and the business and operations of the Company and
all such questions have been answered to my full satisfaction. I have also been
given an opportunity to obtain any additional relevant information to the extent
reasonably available to the Company. I have received all information regarding
the Company that I have reasonably requested. I understand that there is no
assurance as to the future performance of the Company. 

 

 

(b) I have
read and fully understand all reports and other filings made by the Company with
the Securities and Exchange Commission that are available through EDGAR at the
Securities and Exchange Commission’s website (www.sec.gov), including the
Company’s Annual Report on Form 10-K as filed on April 15, 2005 (“Form 10-K”)
and its Registration Statement on Form SB-2 as filed on May 5, 2005 (“May 2005
Registration Statement”) and other exhibits annexed thereto. I have also read
and fully understand the risks regarding the Company set forth under the
captions “Certain Factors Which May Effect Future Results” in the Form
10-K and
“Risk Factors” in the May 2005 Registration Statement.

 

 

(c) In
addition, I understand the following additional risk factors:

 

 

The
Placement Agent does not and will not make a market for the Company’s
securities, which could adversely affect the liquidity and price of our
securities. The
Placement Agent does not make markets in the Common Stock or the Company’s
publicly traded warrants (“Public Warrants”) and will not be making a market in
such securities or in the Securities being sold in this offering. However,
certain broker-dealers other than the Placement Agent are making a market in the
Common Stock and Public Warrants and it is expected they will make a market in
the Warrants, if such Warrants are approved for quotation on the OTC Bulletin
Board. The fact that the Placement Agent does not act as a market maker for the
Company’s securities may adversely impact the liquidity and price of such
securities.

 

 

The
Company will experience net losses in the short term and will need to raise
additional funds in the near future. The
Company is an early stage enterprise, has had limited commercial operations to
date and completed an initial public offering of its securities in October 2004.
Our business model is capital intensive, requiring significant expenditures
ahead of projected revenues. The Company will generate net losses and negative
cash flows in the near term and will be required to make significant capital
expenditures to complete its transformation from developmental company to
operating company. We plan to fund our operations in the short term with this
Offering and, during the next 12 months, from additional debt and equity
financings, anticipated revenues, the proceeds from future Public Warrant
exercises and/or accounts receivable financing. There can be no assurance,
however, that we will be able to obtain additional capital or on what terms any
such capital might be available. If additional capital is either unavailable or
cost prohibitive, we will need to change our business strategy or reduce or
scale back our operations. In addition, if we raise additional funds by issuing
equity securities, our securityholders may experience dilution. 

  







3












 

The
Company has previously granted registration rights. The
Company has previously granted registration rights, which would allow the
holders thereof to include certain of the securities of the Company on the
registration statement to be filed on behalf of subscribers in the Offering. The
inclusion of some or all of those securities on the registration statement to be
filed on behalf of subscribers in this Offering will result in numerous
additional securities being subject to resale into the market concurrently with
the Warrants and the shares of Common Stock issuable as dividends on the
Preferred Stock being sold in the Offering. This could make it more difficult to
sell such Securities in the market at any given time and could result in
depressed prices for any such sales.

 

There
is no assurance that the Warrants will be approved for quotation on the OTC
Bulletin Board. While the
Company is required to file a registration statement with respect to the
Securities (as described in Schedule 1 to this Subscription/Registration Rights
Agreement) and expects that a market maker will file an application to commence
quotation of the Warrants on the OTC Bulletin Board, there can be no assurance
that the OTC will approve such quotation or how long such approval would take.
Failure to obtain quotation of the Warrants on the OTC Bulletin Board will
further limit the market for such securities and could adversely affect their
value.

 

The
Company’s management will have substantial discretion over the use of proceeds
of this offering and may not apply them effectively. The
proceeds of this offering will be used for working capital and general corporate
purposes and the Company’s management will have significant flexibility in
applying such proceeds. The failure of our management to apply these funds
effectively could materially harm our business.



8.3 No
assurances; No general solicitation. I have
received no representation or warranty from the Company or any of its respective
officers, directors, employees or agents in respect of my investment in the
Company. I am not participating in the Offering as a result of or subsequent to:
(i) any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television, radio or the
Internet or (ii) any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising.



8.4 Speculative
Investment. I am
aware that the Securities are a speculative investment. I acknowledge that I can
lose the entire amount of my investment in the Company. I have such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Securities and have obtained, in my
judgment, sufficient information from the Company to evaluate the merits and
risks of an investment in the Company. I have not utilized any person as my
purchaser representative (as defined in Regulation D) in connection with
evaluating such merits and risks and have relied solely upon my own
investigation in making a decision to invest in the Company. I have been urged
to seek independent advice from my professional advisors relating to the
suitability of an investment in the Company in view of my overall financial
needs and with respect to the legal and tax implications of such investment. I
believe that the investment in the Securities is suitable for me based upon my
investment objectives and financial needs, and I have adequate means for
providing for my current financial needs and contingencies and have no need for
liquidity with respect to my investment in the Company. The investment in the
Company does not constitute all or substantially all of my investment
portfolio.

 







4












   

 

8.5 Restrictions
on Transfer.
I
understand that (i) the Securities have not been registered under the Securities
Act or the securities laws of certain states in reliance on specific exemptions
from registration, (ii) no securities administrator of any state or the federal
government has recommended or endorsed this Offering or made any finding or
determination relating to the fairness of an investment in the Company and (iii)
the Company is relying on my representations and agreements for the purpose of
determining whether this transaction meets the requirements of the exemptions
afforded by the Securities Act and certain state securities laws. I acknowledge
that the Securities are subject to restrictions on transferability and may not
be resold, assigned or otherwise disposed of unless they are subsequently
registered under the Securities Act and under applicable securities laws of
certain states or an exemption from such registration is available. I further
acknowledge that, although the Company has agreed to file a registration
statement covering the resale by me of the Warrants and the shares of Common
Stock underlying the Warrants and shares of Common Stock issuable as dividends
on the Preferred Stock, (i) there is no assurance that the Company will do so,
(ii) such registration statement, if filed, may not be declared effective or
(iii) if declared effective, the Company may not be able to keep it effective
until I effect the resale of securities registered thereby. I understand that
each certificate evidencing the Securities will bear the legend set forth
below:

 

“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“ACT”) OR APPLICABLE STATE LAW. THE
SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT
REQUIRED.”

 

“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A
SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT BETWEEN THE HOLDER HEREOF AND THE
COMPANY, A COPY OF WHICH IS ON FILE IN THE PRINCIPAL OFFICES OF THE
COMPANY.”

 

8.6 Limited
Market for Common Stock and Warrants. I am
purchasing the Securities for my own account for investment and not with a view
to, or for sale in connection with, any subsequent distribution of the
Securities, nor with any present intention of selling or otherwise disposing of
all or any part of the Securities. I understand that there is a limited market
for the Common Stock and currently no market for the Warrants and there may not
be any market for the Warrants in the future. I agree that (i) the purchase of
the Securities is a long-term investment and (ii) I may have to bear the
economic risk of investment for an indefinite period of time because the
Securities have not been registered under the Securities Act and may never be
registered and, cannot be resold, pledged, assigned, or otherwise disposed of
unless they are subsequently registered under the Securities Act and under
applicable securities laws of certain states or an exemption from such
registration is available. I understand that the Company is under no obligation
to register the Securities, except as may be set forth in Schedule
1, or to
assist me in complying with any exemption from such registration under the
Securities Act or any state securities laws.

 

8.7 Entity
Authority.


 

(a) If the
Investor is a corporation, partnership, company, trust, employee benefit plan,
individual retirement account, Keogh Plan, or other tax-exempt entity, it is
authorized and qualified to become an investor in the Company and the person
signing this Subscription/Registration Rights Agreement and Investor Information
Statement on behalf of such entity has been duly authorized by such entity to do
so. 

 

(b) The
undersigned represents and warrants to the Company that (i) if an entity, its
principal place of business and executive offices are located in the State set
forth on the Entity signature page hereof and (ii) if an individual, his or her
state of residency is the State set forth on the Individual signature page
hereof.

 


 







5













 


8.8 Accredited
Investor Status For Individuals.
(INVESTORS THAT ARE CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS,
REVOCABLE TRUSTS, IRREVOCABLE TRUSTS, EMPLOYEE BENEFIT PLAN TRUSTS AND
INDIVIDUAL RETIREMENT ACCOUNTS SHOULD IGNORE THE FOLLOWING QUESTIONS AND PROCEED
TO SECTION 7.10).




(a) I am an
accredited investor within the meaning of Section 2(15) of the Securities Act
and Rule 501 promulgated thereunder because (please check the applicable
responses):

 





	
       ̈  
      

       
	
      My
      individual annual income during each of the two most recent years exceeded
      $200,000 and I expect my annual income during the current year will exceed
      $200,000.

	
       ̈  
      

       
	
      If
      I am married, my joint annual income with my spouse during each of the two
      most recent years exceeded $300,000 and I expect my joint annual income
      with my spouse during the current year will exceed $300,000.

       

	
       ̈  
      
	
      My
      individual or joint (together with my spouse) net worth (including my
      home, home furnishings and automobiles) exceeds
  $1,000,000.




 

(b) The
aggregate value of my assets is approximately $___________.

 

(c) My
aggregate liabilities are approximately $___________.

 

(d) My
current and expected income is:

 


	
       

      YEAR
	 	
       

      INCOME
	 
	 	 	 	 
	
      2005
      (Estimated)
		
      $

      
	
      

      
	
	
      2004
      (Actual)
		
      $

      
	
      

      
	
	
      2003
      (Actual)
	 	$

      
	
      

      
	 



 

Individual
Investors must
sign below and then should skip to Section 8.10. Each person associated with an
Entity Investor who is required under Section 8.10 to separately complete the
questions in this Section 8.8 must
sign the below confirmation:

 

 

I hereby
confirm the answers to Section 8.8 are true and correct in all respects as of
the date hereof and will be on the date of the purchase of Securities.


 

Executed
this ____ day of ________, 2005

 




	
       

      Signature:
      
	 
	
       

      Print
      Name:
	 






 

 

 







6












8.9 Accredited
Investor Status for Entities.
(INVESTORS WHO ARE INDIVIDUALS SHOULD IGNORE THESE QUESTIONS.)

 

(a) The
entity is a (please check the applicable response):


	 	
      ☐
	
      Corporation





	 	
      ☐
	
      Limited
      Liability Company





	 	
      ☐
	
      Partnership





	 	
      ☐
	
      Revocable
      Trust





	 	
      ☐
	
      Irrevocable
      Trust (If the Investor is an Irrevocable Trust, a supplemental
      questionnaire, which is contained on the page following the Entity
      Investor signature page of this Subscription/Registration Rights
      Agreement, must be completed by the person directing the investment
      decision for the trust.)





	 	
      ☐
	
      Employee
      Benefit Plan Trust





	 	
      ☐
	
      Individual
      Retirement Account (If you are an IRA, skip
(b))




 

(b) Check all
responses that apply:

 


	 	
      ☐
	
      The
      Entity was not
      formed for the specific purpose of investing in the
  Company




 


	 	
      ☐
	
      The
      Entity has total assets in excess of $5 million
dollars





	 	
      ☐
	
      For
      Employee Benefit Plan Trusts Only: The decision to invest in the Company
      was made by a plan fiduciary, as defined in Section 3(21) of ERISA, who is
      either a bank, insurance company or registered investment
      advisor.




 

(c) If you
did not check the first two of the three boxes in Question (b) or
if the
Entity is an Individual Retirement Account or a
Self-directed Employee Benefit Plan Trust, list the name of each person
who:

 


	 	
      (i)
	
      owns
      an equity interest in the Entity (i.e., each shareholder if the Entity is
      a corporation, each member if the Entity is a limited liability company
      and each partner if the Entity is a partnership);
or








	 	
      (ii)
	
      is
      a grantor for the revocable trust or Individual Retirement Account;
      or





   


	 	
      (iii)
	
      is
      the person making the investment decision for a self-directed Employee
      Benefit Plan Trust.







___________________________  __________________________




___________________________  __________________________




EACH
PERSON LISTED ABOVE MUST SEPARATELY COMPLETE AND SUBMIT TO THE COMPANY THE
ANSWERS TO QUESTION 8.8 AND SIGN THE WRITTEN 

CONFIRMATION
AT THE END OF SECTION 8.8.

 

8.10 No
Offer Until Determination of Suitability. I
acknowledge that any delivery to me of the documents relating to the offering of
the Securities prior to the determination by the Company of my suitability will
not constitute an offer of the Securities until such determination of
suitability is made.







7














8.11 For
Florida Residents. The
Securities have not been registered under the Securities Act or the Florida
Securities Act, by reason of specific exemptions thereunder relating to the
limited availability of the Offering. The Securities cannot be sold,
transferred, or otherwise disposed of to any person or entity unless
subsequently registered under the Securities Act or the Securities Act of
Florida, if such registration is required. Pursuant to Section 517.061(11) of
the Florida Securities Act, when sales are made to five (5) or more persons in
Florida, any sale made pursuant to Subsection 517.061(11) of the Florida
Securities Act will be voidable by such Florida purchaser either within three
days after the first tender of consideration is made by the purchaser to the
issuer, an agent of the issuer, or an escrow agent, or within three days after
the availability of the privilege is communicated to such purchaser, whichever
occurs later. In addition, as required by Section 517.061(11)(a)(3), Florida
Statutes and by Rule 3-500.05(a) thereunder, if I am a Florida resident I may
have, at the offices of the Company, at any reasonable hour, after reasonable
notice, access to the materials set forth in the Rule that the Company can
obtain without unreasonable effort or expense.

 

9. Company
Representations and Warranties. The
Company hereby represents and warrants to the Investor and the Placement Agent
as follows:



9.1 Authority. The
Company has all necessary corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and thereby.
Except as set forth on Schedule1, all
corporate action necessary to be taken by the Company to authorize the
execution, delivery and performance of this Agreement and all other agreements
and instruments delivered by the Company in connection with the transactions
contemplated hereby and thereby has been duly and validly taken and this
Agreement has been duly executed and delivered by the Company except that the
Company has not yet filed the Certificate of Designation with the State of
Delaware, which it hereby covenants to do on or prior to May 10, 2005. Subject
to the terms and conditions of this Agreement, the Agreement constitutes the
valid, binding and enforceable obligation of the Company, enforceable in
accordance with its terms, except as enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or similar laws of general application now or hereafter in effect
affecting the rights and remedies of creditors and by general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity); and (ii) the applicability of the federal and state securities laws and
public policy as to the enforceability of the indemnification provisions of this
Agreement. The sale by the Company of the Securities does not conflict with the
certificate of incorporation or by-laws of the Company or any material contract
by which the Company or its property is bound, or any federal or state laws or
regulations or decree, ruling or judgment of any United States or state court
applicable to the Company or its property. The sale of the Securities will not
trigger any pre-emptive or other right held by any party (other than the right
of the 2005 Note holders to exchange the 2005 Notes in this Offering) and the
consent of no party is required for the consummation of the transactions
contemplated by this Agreement, except (a) approval of the listing of the
Warrants on the OTC Bulletin Board as contemplated on Schedule 1, (b) the SEC’s
declaration of effectiveness of the Registration Statements and (c) the NASD’s
approval of Forms 211 filed by or on behalf of parties desiring to act as market
makers for the Warrants.



9.2 SEC
Documents. The
Company’s Common Stock and the warrants issued by the Company in its initial
public offering (“Public Warrants”) are registered pursuant to Section 12(g) of
the Exchange Act. Since its public offering, the Company has timely filed with
the SEC all reports required to be filed by it under the Securities Exchange Act
of 1934, as amended (such reports, schedules, forms, statements and other
documents are hereinafter referred to as the "SEC Documents"). As of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the Exchange Act, as the case may be, and the rules and
regulations of the SEC promulgated thereunder applicable to such SEC Documents,
and none of the SEC Documents as of such dates contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents (the "Financial
Statements") comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with GAAP applied on a
consistent basis during the periods involved (except in the case of unaudited
statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in
all material respects, the financial position of the Company as of the dates
thereof and the results of operations and cash flows for the periods then ended
(on the basis stated therein and subject, in the case of unaudited quarterly
statements, to the absence of complete notes and to normal year-end audit
adjustments). Since the date of the Financial Statements for the fiscal year
ended December 31, 2004, there has been no material adverse change in the
financial condition of the Company, except as otherwise described in the SEC
Documents. Since the date of the filing of the Form 10-K, there have been no
events relating to the business or financial condition of the Company that
requires the filing of a Report on Form 8-K by the Company.

  







8














10. Indemnification. I
hereby agree to indemnify and hold harmless the Company and the Placement Agent,
their respective officers, directors, stockholders, employees, agents, and
attorneys against any and all losses, claims, demands, liabilities, and expenses
(including reasonable legal or other expenses incurred by each such person in
connection with defending or investigating any such claims or liabilities,
whether or not resulting in any liability to such person or whether incurred by
the indemnified party in any action or proceeding between the indemnitor and
indemnified party or between the indemnified party and any third party) to which
any such indemnified party may become subject, insofar as such losses, claims,
demands, liabilities and expenses (a) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact made by me and
contained herein or in the NASD/Selling Securityholder Questionnaire, or (b)
arise out of or are based upon any breach by me of any representation, warranty,
or agreement made by me contained herein or in the NASD/Selling Securityholder
Questionnaire. The Placement Agent is a third-party beneficiary of this Section
and this Section may not be modified or amended without the prior written
agreement of the Placement Agent.

 

11. Severability;
Remedies. In the
event any parts of this Subscription/Registration Rights Agreement are found to
be void, the remaining provisions of this Subscription/Registration Rights
Agreement are nevertheless binding with the same effect as though the void parts
were deleted.

 

12. Governing
Law and Jurisdiction.
This
Subscription/Registration Rights Agreement will be deemed to have been made and
delivered in New York City and will be governed as to validity, interpretation,
construction, effect and in all other respects by the internal laws of the State
of New York. Each of the Company and the Investor hereby (i) agrees that any
legal suit, action or proceeding arising out of or relating to this
Subscription/Registration Rights Agreement will be instituted exclusively in New
York State Supreme Court, County of New York, or in the United States District
Court for the Southern District of New York, (ii) waives any objection to the
venue of any such suit, action or proceeding and the right to assert that such
forum is not a convenient forum for such suit, action or proceeding, (iii)
irrevocably consents to the jurisdiction of the New York State Supreme Court,
County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding, (iv) agrees to
accept and acknowledge service of any and all process that may be served in any
such suit, action or proceeding in New York State Supreme Court, County of New
York or in the United States District Court for the Southern District of New
York and (v) agrees that service of process upon it mailed by certified mail to
its address set forth on my signature page will be deemed in every respect
effective service of process upon it in any suit, action or
proceeding.

 

13. Counterparts. This
Subscription/Registration Rights Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument. The execution of this
Subscription/Registration Rights Agreement may be by actual or facsimile
signature.

  







9












 

14. Benefit. This
Subscription/Registration Rights Agreement is binding upon and inures to the
benefit of the parties hereto (and the Placement Agent to the extent it is a
third-party beneficiary hereof) and their respective heirs, executors, personal
representatives, successors and assigns. The Placement Agent is a third-party
beneficiary with respect to any sections hereof that so state or that otherwise
indicate that the Placement Agent would be entitled to rely on the
representations, warranties or covenants made by me therein.

 

15. Notices. All
notices, offers, acceptance and any other acts under this
Subscription/Registration Rights Agreement (except payment) must be in writing,
and are sufficiently given if delivered to the addressees in person, by
overnight courier service, or, if mailed, postage prepaid, by certified mail
(return receipt requested), and will be effective three days after being placed
in the mail if mailed, or upon receipt or refusal of receipt, if delivered
personally or by courier or confirmed telecopy, in each case addressed to a
party. All communications to me should be sent to my preferred address on the
signature page hereto. All communications to the Company should be sent to the
addresses set forth on Schedule
1. Each
party may designate another address by notice to the other parties.

 

 

16. Oral
Evidence. This
Subscription/Registration Rights Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior oral and written agreements between the parties hereto with respect to the
subject matter hereof. This Subscription/Registration Rights Agreement may not
be changed, waived, discharged, or terminated orally, but rather, only by a
statement in writing signed by the party or parties against which enforcement or
the change, waiver, discharge or termination is sought.

 

 

17. Section
Headings. Section
headings herein have been inserted for reference only and will not be deemed to
limit or otherwise affect, in any matter, or be deemed to interpret in whole or
in part, any of the terms or provisions of this Subscription/Registration Rights
Agreement.

 

 

18. Survival
of Representations, Warranties and Agreements. The
representations, warranties and agreements contained herein will survive the
delivery of, and the payment for, the Securities. 

 

 

19. Acceptance
of Subscription. The
Company may accept this Subscription/Registration Rights Agreement at any time
for all or any portion of the Securities subscribed for by executing a copy
hereof as provided and notifying me within a reasonable time
thereafter.

  







10












 

SIGNATURE
PAGE FOR
INDIVIDUAL INVESTORS -
COMPLETE ALL INFORMATION

 




Name:
_______________________ Name of Joint Investor (if any): _______________________





Residence
Address:
____________________________________________________________




Telephone:
(H) ___________________ (W) _____________________ Fax
_________________




Occupation:
_________________________ Employer: _________________________________





Business
Address:
_____________________________________________________________




Send
communications to:  ☐
Home ☐
Office ☐
E-Mail:

E-mail
address: _________




Age:
_______________  Social
Security Number: _____________________________________




Check
manner in which securities are to be held:




	
      ☐
	
      Individual
      Ownership
	
      ☐
	
      Tenants
      in Common

       
	
      ☐
	
      Joint
      Tenants with Right of Survivorship 

      (both
      parties must sign)


	
      ☐
	
      Community
      Property

       
	
      ☐
	 	
      ☐
	
      Other
      (please indicate):___________

       










 




The
foregoing subscription is accepted and the Company hereby agrees to be bound by
its terms.





	
      INVESTOR
      MUST SIGN AND PRINT NAME BELOW:

       
	
      The
      foregoing subscription is accepted and the Company hereby agrees to be
      bound by its terms.

       

	Signature:________________________

       
	
      GIGABEAM
      CORPORATION

       

	Print
      Name:________________________

       
	 
	Signature:________________________

       
	
      By:______________________________________

       

	Print
      Name:_______________________

       
	
      Name:

      Title:

      Date:

       







 







11















SIGNATURE
PAGE FOR ENTITY
INVESTORS -
COMPLETE ALL INFORMATION




Name of
Entity: _________________________________________________________________


Address
of Principal Office:
_______________________________________________________

Telephone:
___________________ Fax:
_____________________________________________




Taxpayer
Identification Number: ______________________

Check
type of Entity:


 




	
      ☐
	
      Employee
      Benefit Plan Trust
	
      ☐
	
      Limited
      Partnership
	
      ☐
	
      General
      Partnership
	
      ☐
	
      Individual
      Retirement Account

       

	
      ☐
	
      Limited
      Liability Company
	
      ☐
	
      Trust
	
      ☐
	
      Corporation
	
      ☐
	
      Other
      (please indicate)

      __________________







 


Date of
Formation or incorporation: ___________ State of Formation or incorporation:
____________




Describe
the business of the Entity:
______________________________________________________




___________________________________________________________________________________




List the
names and positions of the executive officers, managing members, partners or
trustees authorized to act with respect to investments by the Entity generally
and specify who has the authority to act with respect to this
investment.





	
       

      Name

       
	
       

      Position

       
	
       

      Authority
      for this investment

       

	
       

       

       
	
       

       

       
	
       

       

       

	
       

       

       
	
       

       

       
	
       

       

       

	
       

       

       
	
       

       

       
	
       

       

       

	
       

       

       
	
       

       

       
	
       

       

       








	
       

      INVESTOR:

       

       

       

      ___________________________

      Signature
      of Authorized Signatory

      Name:

      Title:

      Date:
	
       

      The
      foregoing subscription is accepted and the Company hereby agrees to be
      bound by its terms.

       

      GIGABEAM
      CORPORATION

       

       

      By:
      _____________________________________

      Name:

      Title:

      Date:
      

       




 

 










12












 

SUPPLEMENTAL
QUESTIONNAIRE FOR IRREVOCABLE TRUSTS

 

 

This
Supplemental Questionnaire must be completed by the person directing the
investment decision for an irrevocable trust. No other person needs to complete
this Supplemental Questionnaire. 

 

 

Please
respond to the following questions, supplying as much detail as possible in
order to make your answers complete:

 

1. Name of
Trustee (“Trustee”) who is directing the decision for the Trust to invest in the
Company ________________________. The remaining questions should be answered by
the Trustee.

 

2. Does the
Trustee have sufficient knowledge and experience in financial and business
matters to enable it to evaluate the merits and risks of an investment in the
Company?

 

Yes  __
No __ 


 

3. During
the last three years, the Trustee has made the following
investments:

 


	
       

      Year

       
	
       

      Nature
      of Investment

       
	
       

      Amount

       

	 	   	 
	 	 	 
	 	 	 
	 	 	 



 

4. Please
list all the educational institutions the Trustee has attended (including high
schools, colleges, and specialized training schools), and indicate the dates
attended and the degree(s) (if any) obtained from each.

 


	
       

      From

       
	
       

      To

       
	
       

      Institution

       
	
       

      Degree

       

	 	   	 	 
	 	 	 	 
	 	 	 	 



 

5. Please
list any professional licenses the Trustee has. 





	 
	 	 	 



 


  







13












 

6. Indicate
the Trustee’s principal business experience or occupation during the last three
years. (Please list present, or most recent, position first and the others in
reverse chronological order).

 



 


	
       

      From

       
	
       

      To

       
	
       

      Name
      of Employer

       
	
       

      Position

       

	 	 	 	 
	 	   	 	 
	 	 	 	 



 

7. Indicate
by check mark which of the following categories best describes the extent of the
Trustee's prior experience in the areas of investment listed below:

 


	 	
       

      Substantial
      Experience or
      Knowledge
	
       

      No
      Experience

	
       

      Marketable
      securities  
	 	 
	
       

      Government
      securities
	 	 
	
       

      Municipal
      (tax-exempt) securities
	 	 
	
       

      Commodities
	 	 
	
       

      Options
      (stock or commodities)
	 	 
	
       

      Securities
      for which no market exists
	 	 
	
       

      Limited
      partnerships
	 	 
	
       

      Real
      estate or oil and gas programs
	 	 
	
       

      Tax
      deferred investment generally
	 	 



 

8. Does the
Trustee make his own investment decisions with respect to
investments?

 

_____
Always   _____
Frequently

_____
Usually   _____
Rarely

  







14












 

9. What is
the Trustee’s principal sources of investment knowledge or advice? (The Trustee
may check more than one).

 

_____
First hand experience with industry

_____
Financial publication(s)

_____
Trade or industry publication(s)

_____
Banker(s)

_____
Broker(s)

_____
Investment Advisor(s)

_____
Attorney(s)

_____
Accountant(s)

 


	
      10.
	
      Please
      provide in the space below any additional information which would indicate
      that the Trustee has sufficient knowledge and experience in financial and
      business matters so that the Trustee are capable of evaluating the merits
      and risks of investing in restricted securities for which no market
      exists, such as those being offered by the
Company.




    




	 
	 	 	 
	 	 	 
	 	 	 



 

 







15












 



SCHEDULE
1

 

1. Wiring
Instructions.


 

Please
instruct your bank to wire funds to:

 

Commerce
Bank

6000
Atrium Way

Mt.
Laurel, New Jersey 08054

ABA #:
026013673




For the
account of:

Blank
Rome LLP

Attorney
Escrow Account

Account
No.: 7910028575

C/M #:
120755-100 Atty: BLS

 

2. Instructions
for payment by check.

 

When
delivering your completed subscription documents, please also deliver a check to
Graubard Miller in the applicable amount, payable to Blank Rome LLP as Escrow
Agent,
which
check shall be immediately forwarded to and the proceeds thereof held by the
escrow agent.

 

3. Instructions
for Surrender and Conversion of 2005 Notes.

 

Please
deliver the 2005 Notes you intend to surrender to fund all or a portion of your
purchase of Securities in the Offering, together with the
Subscription/Registration Rights Agreement, the NASD/Selling Securityholder
Questionnaire and the Conditional Note Surrender and Conversion Form attached
hereto as Exhibit
A (see
page S-7) to Graubard Miller, which 2005 Notes shall be immediately forwarded to
and held by the escrow agent.

 


	
      4.
	
      General
      Rights and Obligations




 

A.
 Registration
of Warrants under the Exchange Act.
Promptly after the Initial Closing, the Company will take all necessary action
at its expense to cause the registration of the Warrants under the Securities
Exchange Act of 1934, as amended.

 

B.  Registration
Rights.


 

(i) On or
prior to June 30, 2005 (the “Registration Filing Date”), the Company shall file
a Registration Statement (“Registration Statement”) under the Securities Act
with the Securities and Exchange Commission (“SEC”) and shall make appropriate
filings in such states as the Placement Agent shall reasonably specify, (i)
registering for resale by the Investors (a) the shares of Common Stock issuable
as dividends on the Preferred Stock, (b) the Warrants and (c) the shares of
Common Stock underlying the Warrants (“Warrant Shares”), (ii) registering for
resale by the Placement Agent and other agent shares of Common Stock underlying
any warrants issued to them in connection with the Offering and (iii)
registering the issuance by the Company of the Warrant Shares (“Original
Issuance Shares”) to any person who subsequently purchases the Warrants from any
Investor in this Offering in the open market and thereafter elects to exercise
such Warrants (all of the foregoing securities are hereinafter collectively
referred to as the “Registrable Securities”). The Company shall use its best
efforts to have the Registration Statement declared effective as soon as
possible but no later than September 30, 2005. If the Registration Statement has
not been (x) filed on or prior to the Registration Filing Date or (y) declared
effective by the SEC and the offering registered thereby cleared in all respects
by the National Association of Securities Dealers, Inc. (“NASD) on or prior to
September 30, 2005, the Company shall pay to the Investor an amount equal to 1%
of the Investor’s total purchase price in this Offering on each monthly
anniversary thereafter (pro rated for partial months) until the aforementioned
registration, effectiveness or clearance conditions, as the case may be, have
been fulfilled. 

   







S-1












 

(ii) "Piggy-back"
Rights. If at
any time the Company files a registration statement (excluding registration
statements on Forms S-4 and S-8), the Holders of Registrable Securities have the
right to include in such registration statement their Registrable Securities, if
such Securities are not then included on a current and effective registration
statement; provided, however, that if, in the written opinion of the Company's
managing underwriter or underwriters, if any, for such offering (the
“Underwriter”), the inclusion of such Registrable Securities, when added to the
securities being registered by the Company or the selling stockholder(s), will
exceed the maximum amount of the Company's securities which can be marketed (i)
at a price reasonably related to their then current market value, or (ii)
without materially and adversely affecting the entire offering, the number of
securities to be sold by all stockholders in such public offering (if any) shall
be apportioned pro
rata among all
such selling stockholders, including all holders of the Registrable Securities,
according to the total amount of securities of the Company proposed to be sold
by said selling stockholders, including all holders of the Registrable
Securities.

 

(iii) Procedures. In the
event the Company proposes to file a registration statement as described under
subsection (ii), the Company will promptly give written notice of such proposed
registration to all Holders of the Registrable Securities. Such Holders will
then have the right, by giving written notice to the Company within ten days
after the Company provides its notice, to elect to have included in such
registration such of their Registrable Securities as such Holders may request in
such notice of election. 

 

(iv) Effective
and Current. The
Company will keep any registration statement which registers the Registrable
Securities pursuant hereto effective and current until the earlier of the date
by which all the registered Registrable Securities have been sold and the date
that the Registrable Securities may be sold pursuant to Rule 144 without any
volume restrictions and, subject to the Black-Out Periods (defined below), the
date all of the Warrants are either exercised, redeemed or otherwise
expired.

 

(v) Amended
Prospectus. The
Company will notify each Holder of such Registrable Securities as expeditiously
as possible following the effectiveness of any Registration Statement filed
pursuant to this section, and/or of any request by the Commission for the
amending or supplementing of such Registration Statement or prospectus included
in the Registration Statement (“Prospectus”). If the Prospectus is amended to
comply with the requirements of the Securities Act, the Holders, if requested by
the Company, will immediately cease making offers of the Registrable Securities
and the Company will promptly provide the Holders with revised Prospectuses to
enable the Holders to resume making offers of the Registrable Securities. The
Company will promptly notify the Holders, if after delivery of a Prospectus to
the Holders, that, in the judgment of the Company, it is advisable to suspend
use of the Prospectus delivered to the Holders due to pending material
developments or other events that have not yet been publicly disclosed and as to
which the Company believes public disclosure would be detrimental to the
Company. Upon receipt of such notice, each such Holder will immediately
discontinue any sales of Registrable Securities pursuant to such Registration
Statement until such Holder has received copies of a supplemented or amended
Prospectus or until such Holder is advised in writing by the Company that the
then current Prospectus may be used and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus (such period of discontinuance is referred to herein as a
“Black-Out Period”). Notwithstanding anything to the contrary herein, the
Company will not exercise its rights under this subsection to suspend sales of
Registrable Securities for a period in excess of 90 days in any 365-day
period.

  







S-2












 

 

(vi) Covenants. If and
whenever the Company is required by the provisions of this Agreement to affect
the registration of any Registrable Securities under the Securities Act, the
Company will:

 

(a) as
expeditiously as possible furnish to each Holder such reasonable numbers of
copies of the Prospectus, including any preliminary Prospectus, in conformity
with the requirements of the Securities Act, and such other documents as such
Holder may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such Holder; and

 

(b) as
expeditiously as possible, notify each Holder, promptly after it receives notice
thereof, of the time when such Registration Statement has become effective or a
supplement to any Prospectus forming a part of such Registration Statement has
been filed. 

 

(vii) Fees
and Expenses. In any
registration statement in which Registrable Securities are included, the Company
will bear all expenses and pay all fees incurred in connection therewith,
excluding underwriting discounts and commissions payable with respect to the
Registrable Securities, and fees and expenses of counsel and/or other experts
retained by the Holders of the Registrable Securities (except as set forth
below) but including the expenses of preparing the Registration Statement,
filing it with the SEC and NASD and having it declared effective (or cleared) by
such agencies, providing a reasonable number of copies of the prospectus
contained therein to the Holders, and the fees of Graubard Miller, as special
counsel for all of the Holders of the Securities issued in this
Offering.

 

(viii) Indemnification.

 

(a) The
Company shall indemnify the Holder of the Registrable Securities to be sold or
resold pursuant to any registration statement hereunder and any underwriter or
person deemed to be an underwriter under the Securities Act and each person, if
any, who controls such Holder or underwriters or persons deemed to be
underwriters within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act , against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which the Holder may become subject under the Securities Act, the
Exchange Act or otherwise, arising from such registration statement, except to
the extent (a) arising from information furnished (or omitted to be furnished)
by or on behalf of the Holder, in writing, for specific inclusion in such
registration statement or (b) because the Holder failed to suspend the use of
such registration statement and discontinue any sales of Registrable Securities
during a Black-Out Period (of which it was reasonably made aware by the Company)
or failed to timely deliver a final prospectus to the purchasers of such
Holder’s Registrable Securities. The Holder of the Registrable Securities to be
sold or resold pursuant to such registration statement, and their successors and
assigns, shall indemnify the Company, against all loss, claim, damage, expense
or liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which the Company may become subject under the Securities Act,
the Exchange Act or otherwise, (a) arising from information furnished (or
omitted to be furnished) by or on behalf of the Holder, in writing, for specific
inclusion in such registration statement or (b) because the Holder failed to
suspend the use of such registration statement and discontinue any sales of
Registrable Securities during a Black-Out Period (of which it was reasonably
made aware by the Company) or failed to timely deliver a final prospectus to the
purchasers of such Holder’s Registrable Securities.


 

(b) If any
action is brought against a party hereto, (“Indemnified Party”) in respect of
which indemnity may be sought against the other party (“Indemnifying Party”),
such Indemnified Party shall promptly notify Indemnifying Party in writing of
the institution of such action and Indemnifying Party shall assume the defense
of such action, including the employment and fees of counsel reasonably
satisfactory to the Indemnified Party. Such Indemnified Party shall have the
right to employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the employment of such counsel shall have been authorized in writing
by Indemnifying Party in connection with the defense of such action, or (ii)
Indemnifying Party shall not have employed counsel to defend such action, or
(iii) such Indemnified Party shall have been advised by counsel that there may
be one or more legal defenses available to it which may result in a conflict
between the Indemnified Party and Indemnifying Party (in which case Indemnifying
Party shall not have the right to direct the defense of such action on behalf of
the Indemnified Party), in any of which events, the reasonable fees and expenses
of not more than one additional firm of attorneys designated in writing by the
Indemnified Party shall be borne by Indemnifying Party. Notwithstanding anything
to the contrary contained herein, if Indemnified Party shall assume the defense
of such action as provided above, Indemnifying Party shall not be liable for any
settlement of any such action effected without its written consent.

  







S-3












 

(c) If the
indemnification or reimbursement provided for hereunder is finally judicially
determined by a court of competent jurisdiction to be unavailable to an
Indemnified Party (other than as a consequence of a final judicial determination
of willful misconduct, bad faith or gross negligence of such Indemnified Party),
then Indemnifying Party agrees, in lieu of indemnifying such Indemnified Party,
to contribute to the amount paid or payable by such Indemnified Party (i) in
such proportion as is appropriate to reflect the relative benefits received, or
sought to be received, by Indemnifying Party on the one hand and by such
Indemnified Party on the other or (ii) if (but only if) the allocation provided
in clause (i) of this sentence is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in such clause (i) but also the relative fault of Indemnifying Party and of
such Indemnified Party; provided,
however, that in
no event shall the aggregate amount contributed by the Holder exceed the profit,
if any, earned by the Holder as a result of the exercise by him of the Warrants
and the sale or resale by him of the Registrable Securities.

 

(d) The
rights accorded to Indemnified Parties hereunder shall be in addition to any
rights that any Indemnified Party may have at common law, by separate agreement
or otherwise.

 

D. Listing
of Warrants on the OTC.


 

Concurrently
with the effectiveness of the Registration Statement, the Company shall use its
best efforts (subject to the willingness of market makers to file Form 211 as
required) to cause the Warrants to be listed on the OTC Bulletin Board and
thereafter concurrently listed and/or quoted on any other trading market or
exchange on which its Common Stock become quoted or listed in the future.


 

5. Special
Exchange Rights.


 

A. The
Company shall give each holder of Preferred Stock at least 15 business days
prior notice of the consummation of a Qualified Financing (“Qualified Financing
Notice”). A “Qualified Financing” shall mean any financing that raises gross
proceeds of $30 million or more. The holders of the Preferred Stock may elect,
at their sole option, by providing the Company with notice of such election no
later than ten business days after receipt of the Qualified Financing Notice, to
exchange all or a portion of their Preferred Stock into securities identical to
the securities issued in the Qualified Financing (“Exchange Securities”);
provided, however, that if a Qualified Financing is a public offering, the
Exchange Securities shall not be part of the securities sold in the public
offering and will be restricted within the meaning of the federal securities
laws. The value of each share of Preferred Stock being so exchanged shall be
equal to the then-applicable Redemption Price of such share of Preferred Stock
plus all accrued and unpaid dividends also being exchanged. The applicable
“Redemption Price” shall be set on each May 15 of the following years for the
ensuing 12-month period as follows:

  







S-4













 


	
      
Period
      Following Initial Closing  
	
      
Redemption
      Price ($)

	2005 
      
	770

	2006
	756

	 2007
	742

	2008
	728

	2009
	714

	
      2010
      and thereafter
	
      700







 

B. Holders
of Preferred Stock exchanging their Preferred Stock for Exchange Securities
shall receive the same registration rights as those afforded to investors in the
Qualified Financing if the Qualified Financing is conducted on an unregistered
basis. If the Qualified Financing is registered under the Securities Act of
1933, as amended, in a registration statement, the Company shall cause the
Exchange Securities to be registered for resale under, at the election of the
Managing Placement Agent, either (a) the same registration statement (but with a
separate selling security holder prospectus), subject to customary underwriter
carveouts or, alternatively and at the discretion of the underwriter, lockups or
(b) a separate registration statement to be filed and brought effective as soon
as practicable after consummation of the Qualified Financing, but no later than
120 days after consummation of the Qualified Financing and no sooner than such
date as to which the Managing Placement Agent shall agree. All costs of any such
registration shall be the responsibility of the Company. In addition, in cases
of a registration under preceding clause (b), in the absence of a new
registration rights agreement between the Company and the holders of the
Securities, the provisions of Section 3.B. of this Schedule 1 shall apply to the
greatest extent possible, including the penalties under Section 3.B(i) if such
registration statement is not filed on or prior to the aforementioned
120th
day.

 

6. No
Short Sales.


 

The
Investor hereby agrees not to (and use its best effort not to permit any of its
affiliates to) “short sell” the Company’s securities through the date of
effectiveness of the Registration Statement and shall not permit any securities
owed by such Investor to be loaned or used by any broker or other person for
short selling activities.

   


7. Notices. All
communications to the Company should be sent to:




GigaBeam
Corporation

470
Springpark Place, Suite 900

Herndon,
Virginia 20170

Attn:
Louis S. Slaughter

Tel.:
 (703)
378-0099

Fax: (703)
378-0474

  







S-5












 

with
copies to: 




Blank
Rome LLP

405
Lexington Avenue

New York,
New York 10174

Attention:
Elise M. Adams, Esq.

Tel.:
 (212)
885-5544

Fax: (212)
885-5001




and




HCFP/Brenner
Securities LLC

888
Seventh Avenue

New York,
New York 10106

Attn: Ira
Scott Greenspan

Tel:
 (212)
707-0355

Fax:
 (212)
707-0378

 



and 




Graubard
Miller

405
Lexington Avenue, 19th
Floor

New York,
New York 10174

Attn:
David Alan Miller, Esq.

Tel:
 (212)
818-8661

Fax:
 (212)
818-8881

   







S-6


















Exhibit
1




Conditional
Note Surrender and Conversion Form




 

The
undersigned holder of the 8% senior convertible notes (“2005 Notes”) issued by
GigaBeam Corporation (“Company”) hereby delivers 2005 Notes having an aggregate
principal amount of $____________ to HCFP/Brenner Securities LLC (“Placement
Agent”). 

 

 

The
escrow agent is hereby authorized and instructed by the undersigned to hold such
2005 Notes in trust and, upon consummation of a Closing with respect to the
Securities being subscribed for by the undersigned pursuant to the
Subscription/Registration Rights Agreement to which this form is a part, to
surrender such 2005 Notes to the Company at which time $____________ principal
amount of the Notes (and all interest due and owing on such principal amount) is
to be converted into Securities.

 

 

It is
understood and agreed that, in the event the undersigned is not converting all
of the principal amount (and the interest due and owing thereon) of the 2005
Notes delivered hereby into Securities, new 2005 Notes of like tenor will be
issued to the undersigned having a principal amount equal to the principal
amount not being converted as soon as practicable after such
Closing.

 







___________________________

Signature

:




___________________________

Name:













S-7












 





GIGABEAM
CORPORATION 




NASD/SELLING
SECURITYHOLDER QUESTIONNAIRE


 




INSTRUCTIONS







IMPORTANT:
PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CONTAINED
IN THIS QUESTIONNAIRE.


 


	 	
      1.
	
      READ
      ALL DEFINITIONS ON PAGE (B) BEFORE ANSWERING ANY
  QUESTIONS.








	 	
      2.
	
      EVERY
      PERSON MUST ANSWER QUESTIONS 1 THROUGH 11 AND SIGN ON PAGE
      (I).










If you
have any questions regarding this questionnaire, please call Brian L. Ross, Esq.
at Graubard Miller, (212) 818-8610.

  

(A)

 























 

DEFINITIONS
FOR NASD/SELLING SECURITYHOLDERS QUESTIONNAIRE




Affiliate: An
Affiliate of any person (for purposes hereof a “person” includes a partnership,
corporation or other legal entity such as a trust or estate) is a person which
controls, is controlled by or is under common control with such person.





For
purposes of determining affiliation with an NASD Member:

 

(i) a person
should be presumed to control a Member of the NASD if the person beneficially
owns 10% or more of the outstanding voting securities of a Member of the NASD
which is a corporation, or beneficially owns a partnership interest in 10% or
more of the distributable profits or losses of a Member of the NASD which is a
partnership;

 

 

(ii) a Member
of the NASD should be presumed to control a person if the Member of the NASD and
Persons Associated with a Member of the NASD beneficially own 10% or more of the
outstanding voting securities of a person which is a corporation, or
beneficially own a partnership interest in 10% or more of the distributable
profits or losses of a person which is a partnership; and

 


	 	
      (iii)
	
      a
      person should be presumed to be under common control with a Member of the
      NASD if:




 

(1) the same
person controls both the Member of the NASD and such person by beneficially
owning 10% or more of the outstanding voting securities of the Member of the
NASD and other such person which is a corporation, or by beneficially owning a
partnership interest in 10% or more of the distributable profits or losses of
the Member of the NASD and other such person which is a partnership;
or

 

(2) a person
having the power to direct or cause the direction of the management or policies
of the Member of the NASD also has the power to direct or cause the direction of
the management or policies of the other entity in question.

 


	
      Immediate
      Family:

       
	
      The
      “Immediate Family” of any person, including an employee of or Person
      Associated with a Member of the NASD, includes the parents, mother-in-law,
      father-in-law, husband or wife, brother or sister, brother-in-law or
      sister-in-law, son-in-law or daughter-in-law, and children of such person
      or any other individual who is supported, directly or indirectly, to a
      material extent by such person.

	 	 
	
      Member
      of the NASD:
	
      A
      “Member of the NASD” is any broker or dealer admitted to membership in the
      NASD.

	 	 
	
      NASD:
	
      The
      National Association of Securities Dealers, Inc.

	 	 
	
      Person
      Associated with a Member of the NASD: 
	
      A
      “Person Associated with a Member of the NASD” is every sole proprietor,
      partner, officer, director or branch manager of any Member of the NASD, or
      any natural person occupying a similar status or performing similar
      functions, or any natural person engaged in the investment banking or
      securities business who is directly or indirectly controlling or
      controlled by such Member of the NASD (for example, any employee), whether
      or not any such person is registered or exempt from registration with the
      NASD. 




 

 
(B)

 




























	
      1.
	
      Identity
      and Background of the Records and Beneficial Owner of the Registrable
      Securities.




 


	 	
      (a)
	
      Full
      legal name or names of all parties having record or beneficial ownership
      of the Registrable Securities:




 



 


	 	
      (b)
	
      Business
      address (including street address) (or residence if no business address),
      telephone number and facsimile number and email address of such
      holders:




 

Address:
                                                   
 

                                                   


                                                   


 

Telephone:                                                   

 

Fax:                                                       

 

E-mail:                                                         
 



 


	 	
      (c)
	
      Are
      you a broker-dealer registered pursuant to Section 15 of the Exchange
      Act?




 

 ̈ Yes.  ̈ No.

 


	 	
      (d)
	
      If
      your response to Item 1(c) above is no, are you an “affiliate” of a
      broker-dealer registered pursuant to Section 15 of the Exchange
      Act?




 

 ̈ Yes.  ̈ No.

 


	 	
      (e)
	
      Full
      legal name of person through which you hold the Registrable Securities
      (i.e. name of your broker or the DTC participant, if applicable, through
      which your Registrable Securities will be
held):




 

Name of
entity:                                                  

 

DTC
No.:                                                     

 

Contact
person:                                                  

 

Telephone:                                                    





 


	 	
      (a)
	
      Full
      legal name or names of all parties having record or beneficial ownership
      of the Registrable Securities:




 



 


	 	
      (b)
	
      Business
      address (including street address) (or residence if no business address),
      telephone number and facsimile number and email address of such
      holders:





 

Address:
                                                   
 

                                                   


                                                   


 

Telephone:                                                   

 

Fax:                                                       

 

E-mail:                                                         
 



 



	 	
      (c)
	
      Are
      you a broker-dealer registered pursuant to Section 15 of the Exchange
      Act?




 

 ̈ Yes.     ̈ No.

 


	 	
      (d)
	
      If
      your response to Item 1(c) above is no, are you an “affiliate” of a
      broker-dealer registered pursuant to Section 15 of the Exchange
      Act?




 

 ̈ Yes.     ̈ No.

 


	 	
      (e)
	
      Full
      legal name of person through which you hold the Registrable Securities
      (i.e. name of your broker or the DTC participant, if applicable, through
      which your Registrable Securities will be
held):




 

Name of
entity:                                                  

 

DTC
No.:                                                     

 

Contact
person:                                                  

 

Telephone:                                                    

 

2. Your
Relationship with the Company.

 


	 	
      (a)
	
      Have
      you or any of your affiliates, officers, directors or principal equity
      holders (owners of 5% or more of the equity securities of the undersigned)
      held any position or office or have you had any other material
      relationship with the Company (or its predecessors or affiliates) within
      the past three years?




 

 ̈ Yes.     ̈ No.

 
(C)

 





















 


	 	
      (b)
	
      If
      your response to Item 2(a) above is yes, please state the nature and
      duration of your relationship with the
Company:




 

_______________________________________________________________________




3. Nature of
your beneficial ownership.





	 	
      (a)
	
      If
      the name of the beneficial owner of the Registrable Securities set forth
      in your response to Item 1(a) above is that of a limited partnership,
      state the names of the general partners of such limited
      partnership:





 

_______________________________________________________________________


_______________________________________________________________________


_______________________________________________________________________

 





	
       

       
	
      (b)
	
      With
      respect to each general partner listed in Item 3(a) above who is not a
      natural person, and is not publicly held, name each shareholder (or holder
      of partnership interests, if applicable) of such general partner. If any
      of these named shareholders are not natural persons or publicly held
      entities, please provide the same information. This process should be
      repeated until you reach natural persons or a publicly held
      entity.





 

_______________________________________________________________________


_______________________________________________________________________


_______________________________________________________________________






 


	 	
      (c)
	
      Name
      each person or entity that will have sole or shared voting or dispositive
      power over the shares purchased pursuant to the Agreements (the
      “Controlling
      Entity”).
      If the Controlling Entity is not a natural person and is not a publicly
      held entity, name each shareholder of such Controlling Entity. If any of
      these named shareholders are not natural persons or publicly held
      entities, please provide the same information. This process should be
      repeated until you reach natural persons or a publicly held
      entity.




 

(i)(A)Full
legal name of Controlling Entity(ies) or natural person(s) with who have sole or
shared voting or dispositive power over the Registrable Securities:

 

(B) Business
address (including street address) (or residence if no business  address),
telephone number and facsimile number of such person(s):




 

Address:
                                                   
 

                                                   


                                                   


 

Telephone:                                                   

 

Fax:                                                       

 



 





	 	
      (C)
	
      Name
      of shareholders:






                                                   


                                                   



 

 
(D)

 
























 

(ii)(A) Full
legal name of Controlling Entity(ies):

 



 

(B) Business
address (including street address) (or residence if no business  address),
telephone number and facsimile number of such person(s):





 

Address:
                                                   
 

                                                   


                                                   


 

Telephone:                                                   

 

Fax:                                                       

 



 





	 	
      (C)
	
      Name
      of shareholders:






                                                   


                                                   






 



	 	
      (d)
	
      If
      the name of the beneficial owner of the securities set forth in your
      response to Item 1(c) above is that of a limited partnership, state the
      names of the general partners of such limited
  partnership:





                                                   



                                                   

                                              __    



   


	 	
      (e)
	
      With
      respect to each general partner listed in Item 3(d) above who is not a
      natural person, and is not publicly held, name each shareholder (or holder
      of partnership interests, if applicable) of such general partner. If any
      of these named shareholders are not natural persons or publicly held
      entities, please provide the same information. This process should be
      repeated until you reach natural persons or a publicly held
      entity.





                                                   



                                                   


                                                   




   



	 	
      (f)
	
      Name
      each person or entity who will have sole or shared voting or dispositive
      power over the Registrable Securities (the “Controlling
      Entity”).
      If the Controlling Entity is not a natural person and is not a publicly
      held entity, name each shareholder of such Controlling Entity. If any of
      these named shareholders are not natural persons or publicly held
      entities, please provide the same information. This process should be
      repeated until you reach natural persons or a publicly held
      entity.




 


	 	
      (i)(A)
	
      Full
      legal name of Controlling Entity(ies) or natural person(s) with who have
      sole or shared voting or dispositive power over the Registrable
      Securities: 





 



                                                   



    
(E)

 

























 


	 	
      (B)
	
      Business
      address (including street address) (or residence if no business address),
      telephone number and facsimile number of such
person(s):




 





Address:
                                                   
 

                                                   


                                                   


 

Telephone:                                                   

 

Fax:                                                       

 



 





	 	
      (C)
	
      Name
      of shareholders:






                                                   


                                                   



 


 


	 	
      (ii)(A)
	
      Full
      legal name of Controlling Entity(ies):




 

____________________________________________________________

 


	 	
      (B)
	
      Business
      address (including street address) or residence if no business address),
      telephone number and facsimile number of such
person(s):




 





 

Address:
                                                   
 

                                                   


                                                   


 

Telephone:                                                   

 

Fax:                                                       

 



 





	 	
      (C)
	
      Name
      of shareholders:






                                                   


                                                   



 


4. State
whether you or any of your Affiliates or any members of your Immediate Family
are



(a) a Member
of the NASD; 



 ̈ Yes     ̈ No

 



(b) a Person
Associated with a Member of the NASD; or



 ̈ Yes     ̈ No

 



(c) an
Affiliate of a Member of the NASD.



 ̈ Yes     ̈ No

 




	
      5.
	
      State
      whether you or any of your Affiliates own stock or other securities of any
      Member of the NASD or an Affiliate of a Member of the
  NASD.






 ̈ Yes     ̈ No


 

 

(F)

  
























	
      5.
	
      State
      whether you or any of your Affiliates have made a subordinated loan to any
      Member of the NASD.






 ̈ Yes     ̈ No

 




	
      6.
	
      If
      you marked “Yes” to any of the questions above, please briefly describe
      the facts below, giving the names of the Members of the NASD to which your
      answer refers (including, for example, percentage of ownership, amount of
      loan and interest payable, applicable dates, names of Affiliates,
      immediate family, etc.).




 





                                                   







                                                   


                                                   







                                                   


                                                   



 




	
      7.
	
      State
      whether you are an Immediate Family member or a partner of Blank Rome,
      LLP, counsel to GigaBeam Corporation (“Company”), or Graubard Miller,
      counsel to HCFP/Brenner Securities LLC (“Placement
  Agent”).




 




 ̈ Yes     ̈ No




8. State
whether you provide any consulting or other services to the
Company.

 



 ̈ Yes     ̈ No



 

If you
marked “Yes”, please briefly describe such services, including cash and non-cash
compensation received and attach copies of written agreements or correspondence
describing such services.





                                                   





                                                   







                                                   





 
(G)

 

























 





	
      9.
	
      Please
      identify any of the following relationships you have with the Placement
      Agent or any Member of the NASD.








 




	 	 
	
      None
	
       ̈

	
      Advisor
	
       ̈

	
      Officer
	
       ̈

	
      Director
	
       ̈

	
      Trustee
	
       ̈

	
      Founder
	
       ̈

	
      Registered
      Representative 
	
       ̈

	
      5%
      Stockholder
	
       ̈

	
      Employee
	
       ̈

	
      Immediate
      Family
	
       ̈

	
      Broker/Dealer
	
       ̈

	
      Promoter
	
       ̈

	
      Consultant
	
       ̈

	
      Finder
	
       ̈

	
      Bridge
      Lender
	
       ̈

	
      General
      Partner
	
       ̈

	
      Limited
      Partner
	
       ̈

	
      Equity
      Investor
	
       ̈

	
      Client
      or Customer
	
       ̈

	
      Subordinated
      Debt Holder
	
       ̈

	
      Other
	
       ̈

	 	 






Please
describe the nature of any relationship identified above. For example, if you
are an advisor, promoter, consultant or finder, describe the compensation you
received; if you are an equity investor, state the class of securities and
percentage interest you hold; and if you are an Immediate Family Member,
describe the exact relationship, including the name of the person to whom you
are related and the position such person holds with Underwriter or such other
Member of the NASD. Identify the Member of the NASD:

 






                                                   







                                                   


 









	
      10.
	
      State
      whether you have any oral and/or written agreements with any Member of the
      NASD or Person Associated with a Member of the NASD concerning the
      disposition of your securities of the
Company.






 ̈ Yes     ̈ No



 

If you
marked “Yes”, please briefly describe such agreement and attach copies of
written agreements or correspondence describing such arrangement.

                                                   

                                                   


(H)

 























 

I hereby
affirm that the answers to the above NASD Questionnaire are true and correct as
of the date set forth below.




	
      Date:
	 	 	 	 	 
	 	 	 	
      (Sign
      Name)
	 	
      (Print
      Name)













Date:
____________ _______________________ ___________________________

(Sign
Name)    (Print
Name)

 




	
      11.
	
      Please
      list the other securities of the Company which you beneficially owned,
      including the name of the security, the number thereof, and the name of
      the entity though which you beneficially own such
    securities:




_______________________________________________________________________________




_______________________________________________________________________________




_______________________________________________________________________________




_______________________________________________________________________________




 

12. Plan of
Distribution. By executing this questionnaire, you affirm the following plan of
distribution with respect to your Registrable Securities.

 

Except as
set forth below, the undersigned (including its donees or pledgees) intends to
distribute the Registrable Securities pursuant to the Registration Statement
only as follows (if at all): Such Registrable Securities may be sold from time
to time directly by the undersigned or, alternatively, through underwriters,
broker-dealers or agents. If the Registrable Securities are sold through
underwriters, broker-dealers or agents, the selling securityholder will be
responsible for underwriting discounts or commissions or agents’ commissions.
Such Registrable Securities may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale or at negotiated prices. Such sales may be
effected in transactions (which may involve block transactions) (i) on any
national securities exchange or quotation service on which the Registrable
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or services or in the over-the-counter market, or (iv) through the writing of
options. In connection with sales of the Registrable Securities or otherwise,
the undersigned may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the Registrable Securities in the course of
hedging positions they assume.

 

The
undersigned acknowledges that its obligation to comply with the provisions of
the Securities Exchange Act of 1934, as amended and the rules thereunder
relating to stock manipulation, particularly Regulation M thereunder (or any
successor rules or regulations), in connection with any offering of Registrable
Securities. The undersigned agrees that neither it nor any person acting on its
behalf will engage in any transaction in violation of such
provisions.

 

IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
and Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

 







_________________________________

(Signature)




_________________________________

Print
Name:


(I)