Exhibit
        4.1

      


      REGISTRATION
        RIGHTS AGREEMENT


       

      This
        Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of November 7, 2005 among GigaBeam Corporation,
        a
        Delaware corporation (the “Company”),
        and
        the purchasers signatory hereto (each such purchaser is a “Purchaser”
        and
        collectively, the “Purchasers”).

       

      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date hereof among the Company and the Purchasers (the “Purchase
        Agreement”).

       

      The
        Company and the Purchasers hereby agree as follows:

       

      1. Definitions. Capitalized
        terms used and not otherwise defined herein that are defined in the Purchase
        Agreement shall have the meanings given such terms in the Purchase Agreement.
        As
        used in this Agreement, the following terms shall have the following
        meanings:

       

      “Advice”
        shall
        have the meaning set forth in Section 6(d).

       

      “Commission”
        means
        the Securities and Exchange Commission.

       

      “Effectiveness
        Date”
        means,
        with respect to the initial Registration Statement required to be filed
        hereunder, the 90th
        calendar
        day following the date hereof (the 120th
        calendar
        day in the case of a “full review” by the Commission of the initial Registration
        Statement) and, with respect to any additional Registration Statements which
        may
        be required pursuant to Section 3(c), the 60th
        calendar
        day following the date on which the Company first knows, or reasonably should
        have known, that such additional Registration Statement is required hereunder;
        provided,
        however,
        in the
        event the Company is notified by the Commission that one of the above
        Registration Statements will not be reviewed or is no longer subject to further
        review and comments, the Effectiveness Date as to such Registration Statement
        shall be the fifth Trading Day following the date on which the Company is
        so
        notified if such date precedes the dates required above.

       

      “Effectiveness
        Period”
        shall
        have the meaning set forth in Section 2(a).

       

      “Event”
        shall
        have the meaning set forth in Section 2(b).

       

      “Event
        Date”
        shall
        have the meaning set forth in Section 2(b).

       

      “Filing
        Date”
        means,
        with respect to the initial Registration Statement required hereunder, the
        30
        calendar day following the date hereof and, with respect to any additional
        Registration Statements which may be required pursuant to Section 3(c), the
        30th
        day
        following the date on which the Company first knows, or reasonably should
        have
        known that such additional Registration Statement is required
        hereunder.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      “Holder”
        or
“Holders”
        means
        the holder or holders, as the case may be, from time to time of Registrable
        Securities. 

       

      “Indemnified
        Party”
        shall
        have the meaning set forth in Section 5(c).

       

      “Indemnifying
        Party”
        shall
        have the meaning set forth in Section 5(c).

       

      “Legal
        Counsel”
        shall
        have the meaning set forth in Section 4(b).

       

      “Losses”
        shall
        have the meaning set forth in Section 5(a).

       

      “Plan
        of Distribution”
        shall
        have the meaning set forth in Section 2(a).

       

      “Proceeding”
        means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.

       

      “Prospectus”
        means
        the prospectus included in a Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by a Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus.

       

      “Registrable
        Securities”
        means,
        as of the date in question, (i) all of the shares of Common Stock issuable
        upon
        conversion in full of the shares of Preferred Stock, (ii) all shares of Common
        Stock issuable as dividends on the Preferred Stock in an aggregate amount
        that
        assumes that all dividend payments are made in shares of Common Stock and
        the
        Preferred Stock is held for at least 3 years (based on 90% of the VWAP on
        the
        Trading Day immediately prior to the date of this Agreement), (iii) all Warrant
        Shares, (iv) any securities issued or issuable upon any stock split, dividend
        or
        other distribution, recapitalization or similar event with respect to the
        foregoing and (v) any additional shares issuable in connection with any
        anti-dilution provisions associated with the Preferred Stock and Warrants
        (in
        each case, without giving effect to any limitations on conversion set forth
        in
        the Certificate of Designation or limitations on exercise set forth in the
        Warrant). 

       

      “Registration
        Statement”
        means
        the registration statements required to be filed hereunder and any additional
        registration statements contemplated by Section 3(c), including (in each
        case)
        the Prospectus, amendments and supplements to such registration statement
        or
        Prospectus, including pre- and post-effective amendments, all exhibits thereto,
        and all material incorporated by reference or deemed to be incorporated by
        reference in such registration statement. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      “Rule
        415”
        means
        Rule 415 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule.

       

      “Rule
        424”
        means
        Rule 424 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule.

       

      “Selling
        Shareholder Questionnaire”
        shall
        have the meaning set forth in Section 3(a).

       

      2.    Shelf
        Registration

       

      (a) On
        or
        prior to each Filing Date, the Company shall prepare and file with the
        Commission a “Shelf” Registration Statement covering the resale of 130% of the
        Registrable Securities on such Filing Date for an offering to be made on
        a
        continuous basis pursuant to Rule 415. The Registration Statement shall be
        on
        Form S-3 (except if the Company is not then eligible to register for resale
        the
        Registrable Securities on Form S-3, in which case such registration shall
        be on
        another appropriate form in accordance herewith) and shall contain (unless
        otherwise directed by the Holders) substantially the “Plan
        of Distribution”
        attached hereto as Annex
        A,
        provided such Plan of Distribution section of the Registration Statement
        shall
        be amended to the extent required to respond to comments received by the
        Company
        from the Commission, provided further that any such amendments shall be
        reasonably acceptable to the Holders. Subject to the terms of this Agreement,
        the Company shall use its best efforts to cause a Registration Statement
        to be
        declared effective under the Securities Act as promptly as possible after
        the
        filing thereof, but in any event prior to the applicable Effectiveness Date,
        and
        shall use its best efforts to keep such Registration Statement continuously
        effective under the Securities Act until all Registrable Securities covered
        by
        such Registration Statement have been sold or may be sold without volume
        restrictions pursuant to Rule 144(k) as determined by the counsel to the
        Company
        pursuant to a written opinion letter to such effect, addressed and acceptable
        to
        the Company’s transfer agent and the affected Holders (the “Effectiveness
        Period”).
        The
        Company shall telephonically request effectiveness of a Registration Statement
        as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately
        notify the Holders via facsimile of the effectiveness of a Registration
        Statement on the same Trading Day that the Company telephonically confirms
        effectiveness with the Commission, which shall be the date requested for
        effectiveness of a Registration Statement. The Company shall, by 9:30 am
        Eastern
        Time on the Trading Day after the Effective Date (as defined in the Purchase
        Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify
        the
        Holder within 1 Trading Day of such notification shall be deemed an Event
        under
        Section 2(b).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (b) If:
        (i) a
        Registration Statement is not filed on or prior to its Filing Date (if the
        Company files a Registration Statement without affording the Holders the
        opportunity to review and comment on the same as required by Section 3(a),
        the
        Company shall not be deemed to have satisfied this clause (i)), or (ii) the
        Company fails to file with the Commission a request for acceleration in
        accordance with Rule 461 promulgated under the Securities Act, within five
        Trading Days of the date that the Company is notified (orally or in writing,
        whichever is earlier) by the Commission that a Registration Statement will
        not
        be “reviewed,” or not subject to further review unless the Company is required
        to include its next quarterly or annual financial statements prior to the
        expiration of such five Trading Days in which case such date (if later) shall
        be
        the earlier of the 10th
        day
        following the earlier of (y) the date such financial statements are filed
        and
        (z) the date the applicable quarterly or annual financial statements are
        required to be filed with the Commission (without regard to any extensions),
        or
        (iii) a Registration Statement filed or required to be filed hereunder is
        not
        declared effective by the Commission by its Effectiveness Date, or (iv) after
        the Effectiveness Date, a Registration Statement ceases for any reason to
        remain
        continuously effective as to all Registrable Securities for which it is required
        to be effective, or the Holders are not permitted to utilize the Prospectus
        therein to resell such Registrable Securities for 20 consecutive calendar
        days
        but no more than an aggregate of 30 calendar days during any 12-month period
        (which need not be consecutive Trading Days) (any such failure or breach
        being
        referred to as an “Event”,
        and
        for purposes of clause (i) or (iii) the date on which such Event occurs,
        or for
        purposes of clause (ii) the date on which such required period is exceeded,
        or
        for purposes of clause (iv) the date on which such 20 or 30 calendar day
        period,
        as applicable, is exceeded being referred to as “Event
        Date”),
        then
        in addition to any other rights the Holders may have hereunder or under
        applicable law, on each such Event Date and on each monthly anniversary of
        each
        such Event Date (if the applicable Event shall not have been cured by such
        date)
        until the applicable Event is cured, the Company shall pay to each Holder
        an
        amount in cash, as partial liquidated damages and not as a penalty, equal
        to 2%
        of the aggregate purchase price paid by such Holder pursuant to the Purchase
        Agreement for any Registrable Securities then held by such Holder.
        Notwithstanding anything herein to the contrary, the Company shall not be
        obligated to pay penalties for more than one Event during any monthly period.
        Moreover, notwithstanding anything herein to the contrary, no penalties shall
        be
        imposed with respect to an Event in clauses (iii) and (iv) above if (i)(A)
        the
        Company responds in good faith to the comments of the Commission within 10
        days
        of receipt thereof or (B) the delay is imposed by a request by the Commission
        to
        include the Company’s next quarterly or annual financial statements in the
        Registration Statement provided that such financial statements are included
        as
        promptly as possible but in no event later than the 10th
        day
        following the earlier of (y) the date such financial statements are filed
        and
        (z) the date the applicable quarterly or annual financial statements are
        required to be filed with the Commission (without regard to any extensions)
        and
        (ii) the Company promptly notifies the Holders of such comments or request
        within five days of its receipt thereof. If the Company fails to pay any
        partial
        liquidated damages pursuant to this Section in full within seven days after
        the
        date payable, the Company will pay interest thereon at a rate of 18% per
        annum
        (or such lesser maximum amount that is permitted to be paid by applicable
        law)
        to the Holder, accruing daily from the date such partial liquidated damages
        are
        due until such amounts, plus all such interest thereon, are paid in full.
        The
        partial liquidated damages pursuant to the terms hereof shall apply on a
        daily
        pro-rata basis for any portion of a month prior to the cure of an
        Event.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      3.    Registration
        Procedures. In connection with the Company’s registration obligations hereunder,
        the Company shall:

       

      (a) Not
        less
        than five Trading Days prior to the filing of each Registration Statement
        or any
        related Prospectus or any amendment or supplement thereto (including any
        document that would be incorporated or deemed to be incorporated therein
        by
        reference), the Company shall, (i) furnish to each Holder copies of all such
        documents proposed to be filed, which documents (other than those incorporated
        or deemed to be incorporated by reference) will be subject to the review
        of such
        Holders, and (ii) cause its officers and directors, counsel and independent
        certified public accountants to respond to such inquiries as shall be necessary,
        in the reasonable opinion of respective counsel to conduct a reasonable
        investigation within the meaning of the Securities Act. The Company shall
        not
        file a Registration Statement or any such Prospectus or any amendments or
        supplements thereto to which the Holders of a majority of the Registrable
        Securities shall reasonably object in good faith, provided that, the Company
        is
        notified of such objection in writing no later than 5 Trading Days after
        the
        Holders have been so furnished copies of such documents. Each Holder agrees
        to
        furnish to the Company a completed Questionnaire in the form attached to
        this
        Agreement as Annex B (a “Selling
        Shareholder Questionnaire”)
        not
        less than two Trading Days prior to the Filing Date or by the end of the
        fourth
        Trading Day following the date on which such Holder receives draft materials
        in
        accordance with this Section.

       

      (b) (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to a Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep a Registration Statement continuously
        effective as to the applicable Registrable Securities for the Effectiveness
        Period and prepare and file with the Commission such additional Registration
        Statements in order to register for resale under the Securities Act all of
        the
        Registrable Securities; (ii) cause the related Prospectus to be amended or
        supplemented by any required Prospectus supplement (subject to the terms
        of this
        Agreement), and as so supplemented or amended to be filed pursuant to Rule
        424;
        (iii) respond as promptly as reasonably practicable to any comments received
        from the Commission with respect to a Registration Statement or any amendment
        thereto and as promptly as reasonably practicable provide the Holders true
        and
        complete copies of all correspondence from and to the Commission relating
        to a
        Registration Statement; and (iv) comply in all material respects with the
        provisions of the Securities Act and the Exchange Act with respect to the
        disposition of all Registrable Securities covered by a Registration Statement
        during the applicable period in accordance (subject to the terms of this
        Agreement) with the intended methods of disposition by the Holders thereof
        set
        forth in such Registration Statement as so amended or in such Prospectus
        as so
        supplemented.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (c) If
        during
        the Effectiveness Period, the number of Registrable Securities at any time
        exceeds 90% of the number of shares of Common Stock then registered in a
        Registration Statement, then the Company shall file as soon as reasonably
        practicable but in any case prior to the applicable Filing Date, an additional
        Registration Statement covering the resale by the Holders of not less than
        130%
        of the number of such Registrable Securities.

       

      (d) Notify
        the Holders of Registrable Securities to be sold (which notice shall, pursuant
        to clauses (ii) through (vi) hereof, be accompanied by an instruction to
        suspend
        the use of the Prospectus until the requisite changes have been made) as
        promptly as reasonably practicable (and, in the case of (i)(A) below, not
        less
        than five Trading Days prior to such filing) and (if requested by any such
        Person) confirm such notice in writing no later than one Trading Day following
        the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
        amendment to a Registration Statement is proposed to be filed; (B) when the
        Commission notifies the Company whether there will be a “review” of such
        Registration Statement and whenever the Commission comments in writing on
        such
        Registration Statement (the Company shall, if requested by a Holder, provide
        true and complete copies thereof and all written responses thereto, which
        copies
        shall redact any material nonpublic information unless such Holder has otherwise
        agreed to keep such information confidential); and (C) with respect to a
        Registration Statement or any post-effective amendment, when the same has
        become
        effective; (ii) of any request by the Commission or any other Federal or
        state
        governmental authority for amendments or supplements to a Registration Statement
        or Prospectus or for additional information; (iii) of the issuance by the
        Commission or any other federal or state governmental authority of any stop
        order suspending the effectiveness of a Registration Statement covering any
        or
        all of the Registrable Securities or the initiation of any Proceedings for
        that
        purpose; (iv) of the receipt by the Company of any notification with respect
        to
        the suspension of the qualification or exemption from qualification of any
        of
        the Registrable Securities for sale in any jurisdiction, or the initiation
        or
        threatening of any Proceeding for such purpose; (v) of the occurrence of
        any
        event or passage of time that makes the financial statements included in
        a
        Registration Statement ineligible for inclusion therein or any statement
        made in
        a Registration Statement or Prospectus or any document incorporated or deemed
        to
        be incorporated therein by reference untrue in any material respect or that
        requires any revisions to a Registration Statement, Prospectus or other
        documents so that, in the case of a Registration Statement or the Prospectus,
        as
        the case may be, it will not contain any untrue statement of a material fact
        or
        omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading; and (vi) the occurrence or existence of any pending
        corporate development with respect to the Company that the Company believes
        may
        be material and that, in the determination of the Company, makes it not in
        the
        best interest of the Company to allow continued availability of a Registration
        Statement or Prospectus; provided that any and all of such information shall
        remain confidential to each Holder until such information otherwise becomes
        public, unless disclosure by a Holder is required by law; provided,
        further,
        notwithstanding each Holder’s agreement to keep such information confidential,
        the Holders make no acknowledgement that any such information is material,
        non-public information. 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (e) Use
        its
        best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of
        (i) any order suspending the effectiveness of a Registration Statement, or
        (ii)
        any suspension of the qualification (or exemption from qualification) of
        any of
        the Registrable Securities for sale in any jurisdiction, at the earliest
        practicable moment.

       

      (f) Furnish
        to each Holder, if requested, without charge, at least one conformed copy
        of
        each such Registration Statement and each amendment thereto, including financial
        statements and schedules, all documents incorporated or deemed to be
        incorporated therein by reference to the extent requested by such Person,
        and
        all exhibits to the extent requested by such Person (including those previously
        furnished or incorporated by reference) promptly after the filing of such
        documents with the Commission.

       

      (g) Promptly
        deliver to each Holder, without charge, as many copies of the Prospectus
        or
        Prospectuses (including each form of prospectus) and each amendment or
        supplement thereto as such Persons may reasonably request in connection with
        resales by the Holder of Registrable Securities. Subject to the terms of
        this
        Agreement, the Company hereby consents to the use of such Prospectus and
        each
        amendment or supplement thereto by each of the selling Holders in connection
        with the offering and sale of the Registrable Securities covered by such
        Prospectus and any amendment or supplement thereto, except after the giving
        on
        any notice pursuant to Section 3(d).

       

      (h) If
        NASDR
        Rule 2710 requires any broker-dealer to make a filing prior to executing
        a sale
        by a Holder, the Company shall (i) make an Issuer Filing with the NASDR,
        Inc.
        Corporate Financing Department pursuant to NASDR Rule 2710(b)(10)(A)(i),
        (ii)
        respond within five Trading Days to any comments received from NASDR in
        connection therewith, and (iii) pay the filing fee required in connection
        therewith.

       

      (i) Prior
        to
        any resale of Registrable Securities by a Holder, use its commercially
        reasonable efforts to register or qualify or cooperate with the selling Holders
        in connection with the registration or qualification (or exemption from the
        Registration or qualification) of such Registrable Securities for the resale
        by
        the Holder under the securities or Blue Sky laws of such jurisdictions within
        the United States as any Holder reasonably requests in writing, to keep each
        registration or qualification (or exemption therefrom) effective during the
        Effectiveness Period and to do any and all other acts or things reasonably
        necessary to enable the disposition in such jurisdictions of the Registrable
        Securities covered by each Registration Statement; provided, that the Company
        shall not be required to qualify generally to do business in any jurisdiction
        where it is not then so qualified, subject the Company to any material tax
        in
        any such jurisdiction where it is not then so subject or file a general consent
        to service of process in any such jurisdiction.

       

      (j) If
        requested by the Holders, cooperate with the Holders to facilitate the timely
        preparation and delivery of certificates representing Registrable Securities
        to
        be delivered to a transferee pursuant to a Registration Statement, which
        certificates shall be free, to the extent permitted by the Purchase Agreement,
        of all restrictive legends, and to enable such Registrable Securities to
        be in
        such denominations and registered in such names as any such Holders may
        request.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (k) Upon
        the
        occurrence of any event contemplated by this Section 3, as promptly as
        reasonably possible under the circumstances taking into account the Company’s
        good faith assessment of any adverse consequences to the Company and its
        stockholders of the premature disclosure of such event, prepare a supplement
        or
        amendment, including a post-effective amendment, to a Registration Statement
        or
        a supplement to the related Prospectus or any document incorporated or deemed
        to
        be incorporated therein by reference, and file any other required document
        so
        that, as thereafter delivered, neither a Registration Statement nor such
        Prospectus will contain an untrue statement of a material fact or omit to
        state
        a material fact required to be stated therein or necessary to make the
        statements therein, in light of the circumstances under which they were made,
        not misleading. If
        the
        Company notifies the Holders in accordance with clauses (ii) through (vi)
        of
        Section 3(d) above to suspend the use of any Prospectus until the requisite
        changes to such Prospectus have been made, then the Holders shall suspend
        use of
        such Prospectus. The Company will use its best efforts to ensure that the
        use of
        the Prospectus may be resumed as promptly as is practicable. The Company
        shall
        be entitled to exercise its right under this Section 3(k) to suspend the
        availability of a Registration Statement and Prospectus, subject to the payment
        of partial liquidated damages pursuant to Section 2(b), for a period not
        to
        exceed 60 days (which need not be consecutive days) in any 12 month
        period.

       

      (l) Comply
        with all applicable rules and regulations of the Commission.

       

      (m) The
        Company may require each selling Holder to furnish to the Company a certified
        statement as to the number of shares of Common Stock beneficially owned by
        such
        Holder and the person thereof that has voting and dispositive control over
        the
        Shares. During any periods that the Company is unable to meet its obligations
        hereunder with respect to the registration of the Registrable Securities
        solely
        because any Holder fails to furnish such information within three Trading
        Days
        of the Company’s request, any liquidated damages that are accruing at such time
        as to such Holder only shall be tolled and any Event that may otherwise occur
        solely because of such delay shall be suspended as to such Holder only, until
        such information is delivered to the Company.

       

      4.    Registration
        Expenses; Legal Counsel. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (a) All
        fees
        and expenses incident to the performance of or compliance with this Agreement
        by
        the Company shall be borne by the Company whether or not any Registrable
        Securities are sold pursuant to a Registration Statement. The fees and expenses
        referred to in the foregoing sentence shall include, without limitation,
        (i) all
        registration and filing fees (including, without limitation, fees and expenses
        (A) with respect to filings required to be made with the Trading Market on
        which
        the Common Stock is then listed for trading, (B) in compliance with applicable
        state securities or Blue Sky laws reasonably agreed to by the Company in
        writing
        (including, without limitation, fees and disbursements of counsel for the
        Company in connection with Blue Sky qualifications or exemptions of the
        Registrable Securities and determination of the eligibility of the Registrable
        Securities for investment under the laws of such jurisdictions as requested
        by
        the Holders) and (C) if not previously paid by the Company in connection
        with an
        Issuer Filing, with respect to any filing that may be required to be made
        by any
        broker through which a Holder intends to make sales of Registrable Securities
        with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the
        broker
        is receiving no more than a customary brokerage commission in connection
        with
        such sale, (ii) printing expenses (including, without limitation, expenses
        of
        printing certificates for Registrable Securities and of printing prospectuses
        if
        the printing of prospectuses is reasonably requested by the holders of a
        majority of the Registrable Securities included in a Registration Statement),
        (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
        of
        counsel for the Company, (v) Securities Act liability insurance, if the Company
        so desires such insurance, and (vi) fees and expenses of all other Persons
        retained by the Company in connection with the consummation of the transactions
        contemplated by this Agreement. In addition, the Company shall be responsible
        for all of its internal expenses incurred in connection with the consummation
        of
        the transactions contemplated by this Agreement (including, without limitation,
        all salaries and expenses of its officers and employees performing legal
        or
        accounting duties), the expense of any annual audit and the fees and expenses
        incurred in connection with the listing of the Registrable Securities on
        any
        securities exchange as required hereunder. In no event shall the Company
        be
        responsible for any broker or similar commissions or, except to the extent
        provided for in the Transaction Documents, any legal fees or other costs
        of the
        Holders.

       

      (b) Purchasers
        holding securities representing at least a majority of the Registrable
        Securities shall have the right to select one legal counsel to review, on
        behalf
        of the Purchasers, at the Purchasers’ expense, any registration pursuant to
        Section 2 (“Legal
        Counsel”),
        which
        shall be designated in writing to the Company by the holders of at least
        a
        majority of the Registrable Securities. The Company shall reasonably cooperate
        with Legal Counsel in performing the Company’s obligations under this Agreement.


       

      5.    Indemnification

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (a) Indemnification
        by the Company.
        The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, agents, brokers (including
        brokers who offer and sell Registrable Securities as principal as a result
        of a
        pledge or any failure to perform under a margin call of Common Stock),
        investment advisors and employees of each of them, each Person who controls
        any
        such Holder (within the meaning of Section 15 of the Securities Act or Section
        20 of the Exchange Act) and the officers, directors, agents and employees
        of
        each such controlling Person, to the fullest extent permitted by applicable
        law,
        from and against any and all losses, claims, damages, liabilities, costs
        (including, without limitation, reasonable attorneys’ fees) and expenses
        (collectively, “Losses”),
        as
        incurred, arising out of or relating to (1) any untrue or alleged untrue
        statement of a material fact contained in a Registration Statement, any
        Prospectus or any form of prospectus or in any amendment or supplement thereto
        or in any preliminary prospectus, or arising out of or relating to any omission
        or alleged omission of a material fact required to be stated therein or
        necessary to make the statements therein (in the case of any Prospectus or
        form
        of prospectus or supplement thereto, in light of the circumstances under
        which
        they were made) not misleading, or (2) any violation or alleged violation
        by the
        Company of the Securities Act, the Exchange Act, or any state securities
        law, or
        any rule or regulation thereunder in connection with the performance of its
        obligations under this Agreement, except to the extent, but only to the extent,
        that (i) such untrue statements or omissions are based solely upon information
        regarding such Holder furnished in writing to the Company by such Holder
        expressly for use therein, or to the extent that such information relates
        to
        such Holder or such Holder’s proposed method of distribution of Registrable
        Securities and was reviewed and expressly approved in writing by such Holder
        expressly for use in a Registration Statement, such Prospectus or such form
        of
        Prospectus or in any amendment or supplement thereto (it being understood
        that
        the Holder has approved Annex A hereto for this purpose) or (ii) in the case
        of
        an occurrence of an event of the type specified in Section 3(d)(ii)-(vi),
        the
        use by such Holder of an outdated or defective Prospectus after the Company
        has
        notified such Holder in writing that the Prospectus is outdated or defective
        and
        prior to the receipt by such Holder of the Advice contemplated in Section
        6(d).
        The Company shall notify the Holders promptly of the institution, threat
        or
        assertion of any Proceeding arising from or in connection with the transactions
        contemplated by this Agreement of which the Company is aware.

       

      (b) Indemnification
        by Holders.
        Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents and employees, each Person who controls
        the Company (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act), and the directors, officers, agents or employees
        of
        such controlling Persons, to the fullest extent permitted by applicable law,
        from and against all Losses, as incurred, to the extent arising out of or
        based
        solely upon: (x) such Holder’s failure to comply with the prospectus delivery
        requirements of the Securities Act or (y) any untrue or alleged untrue statement
        of a material fact contained in any Registration Statement, any Prospectus,
        or
        any form of prospectus, or in any amendment or supplement thereto or in any
        preliminary prospectus, or arising out of or relating to any omission or
        alleged
        omission of a material fact required to be stated therein or necessary to
        make
        the statements therein not misleading (i) to the extent, but only to the
        extent,
        that such untrue statement or omission is contained in any information so
        furnished in writing by such Holder to the Company specifically for inclusion
        in
        such Registration Statement or such Prospectus or (ii) to the extent that
        (1)
        such untrue statements or omissions are based solely upon information regarding
        such Holder furnished in writing to the Company by such Holder expressly
        for use
        therein, or to the extent that such information relates to such Holder or
        such
        Holder’s proposed method of distribution of Registrable Securities and was
        reviewed and expressly approved in writing by such Holder expressly for use
        in a
        Registration Statement (it being understood that the Holder has approved
        Annex A
        hereto for this purpose), such Prospectus or such form of Prospectus or in
        any
        amendment or supplement thereto or (2) in the case of an occurrence of an
        event
        of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of
        an
        outdated or defective Prospectus after the Company has notified such Holder
        in
        writing that the Prospectus is outdated or defective and prior to the receipt
        by
        such Holder of the Advice contemplated in Section 6(d). In no event shall
        the
        liability of any selling Holder hereunder be greater in amount than the dollar
        amount of the net proceeds received by such Holder upon the sale of the
        Registrable Securities giving rise to such indemnification
        obligation.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (c) Conduct
        of Indemnification Proceedings.
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an “Indemnified
        Party”),
        such
        Indemnified Party shall promptly notify the Person from whom indemnity is
        sought
        (the “Indemnifying
        Party”)
        in
        writing, and the Indemnifying Party shall have the right to assume the defense
        thereof, including the employment of counsel reasonably satisfactory to the
        Indemnified Party and the payment of all fees and expenses incurred in
        connection with defense thereof; provided, that the failure of any Indemnified
        Party to give such notice shall not relieve the Indemnifying Party of its
        obligations or liabilities pursuant to this Agreement, except (and only)
        to the
        extent that it shall be finally determined by a court of competent jurisdiction
        (which determination is not subject to appeal or further review) that such
        failure shall have prejudiced the Indemnifying Party.

       

      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such Indemnified Party shall reasonably believe
        that a material conflict of interest is likely to exist if the same counsel
        were
        to represent such Indemnified Party and the Indemnifying Party (in which
        case,
        if such Indemnified Party notifies the Indemnifying Party in writing that
        it
        elects to employ separate counsel at the expense of the Indemnifying Party,
        the
        Indemnifying Party shall not have the right to assume the defense thereof
        and
        the reasonable fees and expenses of one separate counsel shall be at the
        expense
        of the Indemnifying Party). The Indemnifying Party shall not be liable for
        any
        settlement of any such Proceeding effected without its written consent, which
        consent shall not be unreasonably withheld. No Indemnifying Party shall,
        without
        the prior written consent of the Indemnified Party, effect any settlement
        of any
        pending Proceeding in respect of which any Indemnified Party is a party,
        unless
        such settlement includes an unconditional release of such Indemnified Party
        from
        all liability on claims that are the subject matter of such
        Proceeding.

       

      Subject
        to the terms of this Agreement, all reasonable fees and expenses of the
        Indemnified Party (including reasonable fees and expenses to the extent incurred
        in connection with investigating or preparing to defend such Proceeding in
        a
        manner not inconsistent with this Section) shall be paid to the Indemnified
        Party, as incurred, within ten Trading Days of written notice thereof to
        the
        Indemnifying Party; provided, that the Indemnified Party shall promptly
        reimburse the Indemnifying Party for that portion of such fees and expenses
        applicable to such actions for which such Indemnified Party is not entitled
        to
        indemnification hereunder, determined based upon the relative faults of the
        parties.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (d) Contribution.
        If the
        indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
        Party or insufficient to hold an Indemnified Party harmless for any Losses,
        then
        each Indemnifying Party shall contribute to the amount paid or payable by
        such
        Indemnified Party, in such proportion as is appropriate to reflect the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. The relative fault of such Indemnifying
        Party and Indemnified Party shall be determined by reference to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, such
        Indemnifying Party or Indemnified Party, and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses shall be deemed to include, subject to the limitations set
        forth
        in this Agreement, any reasonable attorneys’ or other reasonable fees or
        expenses incurred by such party in connection with any Proceeding to the
        extent
        such party would have been indemnified for such fees or expenses if the
        indemnification provided for in this Section was available to such party
        in
        accordance with its terms.

       

      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph.
        Notwithstanding the provisions of this Section 5(d), no Holder shall be required
        to contribute, in the aggregate, any amount in excess of the amount by which
        the
        proceeds actually received by such Holder from the sale of the Registrable
        Securities subject to the Proceeding exceeds the amount of any damages that
        such
        Holder has otherwise been required to pay by reason of such untrue or alleged
        untrue statement or omission or alleged omission, except in the case of fraud
        by
        such Holder.

       

      The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties.

       

      6.    Miscellaneous

       

      (a) Remedies.
        In the
        event of a breach by the Company or by a Holder, of any of their obligations
        under this Agreement, each Holder or the Company, as the case may be, in
        addition to being entitled to exercise all rights granted by law and under
        this
        Agreement, including recovery of damages, will be entitled to specific
        performance of its rights under this Agreement. The Company and each Holder
        agree that monetary damages would not provide adequate compensation for any
        losses incurred by reason of a breach by it of any of the provisions of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall waive the defense
        that
        a remedy at law would be adequate.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (b) No
        Piggyback on Registrations.
        Except
        as set forth on Schedule
        6(b)
        attached
        hereto, neither the Company nor any of its security holders (other than the
        Holders in such capacity pursuant hereto) may include securities of the Company
        in the initial Registration Statement other than the Registrable Securities.
        No
        Person has any right to cause the Company to effect the registration under
        the
        Securities Act of any securities of the Company. The Company shall not file
        any
        other registration statements until the initial Registration Statement required
        hereunder is declared effective by the Commission, provided that this Section
        6(b) shall not prohibit the Company from filing amendments to registration
        statements already filed.

       

      (c) Compliance.
        Each
        Holder covenants and agrees that it will comply with the prospectus delivery
        requirements of the Securities Act as applicable to it in connection with
        sales
        of Registrable Securities pursuant to a Registration Statement.

       

      (d) Discontinued
        Disposition.
        Each
        Holder agrees by its acquisition of such Registrable Securities that, upon
        receipt of a notice from the Company of the occurrence of any event of the
        kind
        described in Section 3(d), such Holder will forthwith discontinue disposition
        of
        such Registrable Securities under a Registration Statement until such Holder’s
        receipt of the copies of the supplemented Prospectus and/or amended Registration
        Statement, or until it is advised in writing (the “Advice”)
        by the
        Company that the use of the applicable Prospectus may be resumed, and, in
        either
        case, has received copies of any additional or supplemental filings that
        are
        incorporated or deemed to be incorporated by reference in such Prospectus
        or
        Registration Statement. The Company will use its best efforts to ensure that
        the
        use of the Prospectus may be resumed as promptly as it practicable. The Company
        agrees and acknowledges that any periods during which the Holder is required
        to
        discontinue the disposition of the Registrable Securities hereunder shall
        be
        subject to the provisions of Section 2(b).

       

      (e) Piggy-Back
        Registrations.
        If at
        any time during the Effectiveness Period there is not an effective Registration
        Statement covering all of the Registrable Securities and the Company shall
        determine to prepare and file with the Commission a registration statement
        relating to an offering for its own account or the account of others under
        the
        Securities Act of any of its equity securities, other than on Form S-4 or
        Form
        S-8 (each as promulgated under the Securities Act) or their then equivalents
        relating to equity securities to be issued solely in connection with any
        acquisition of any entity or business or equity securities issuable in
        connection with the stock option or other employee benefit plans, then the
        Company shall send to each Holder a written notice of such determination
        and, if
        within fifteen days after the date of such notice, any such Holder shall
        so
        request in writing, the Company shall include in such registration statement
        all
        or any part of such Registrable Securities such Holder requests to be
        registered; provided,
        however,
        that,
        the Company shall not be required to register any Registrable Securities
        pursuant to this Section 6(e) that are eligible for resale pursuant to Rule
        144(k) promulgated under the Securities Act or that are the subject of a
        then
        effective Registration Statement.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      (f) Amendments
        and Waivers.
        The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified or supplemented, and waivers or consents to departures
        from
        the provisions hereof may not be given, unless the same shall be in writing
        and
        signed by the Company and each Holder of the then outstanding Registrable
        Securities. Notwithstanding the foregoing, a waiver or consent to depart
        from
        the provisions hereof with respect to a matter that relates exclusively to
        the
        rights of Holders and that does not directly or indirectly affect the rights
        of
        other Holders may be given by Holders of all of the Registrable Securities
        to
        which such waiver or consent relates; provided,
        however,
        that
        the provisions of this sentence may not be amended, modified, or supplemented
        except in accordance with the provisions of the immediately preceding sentence.
        

       

      (g) Notices.
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be delivered as set forth in the Purchase Agreement.
        

       

      (h) Successors
        and Assigns.
        This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        permitted assigns of each of the parties and shall inure to the benefit of
        each
        Holder. The Company may not assign its rights or obligations hereunder without
        the prior written consent of all of the Holders of the then-outstanding
        Registrable Securities. Each Holder may assign its respective rights hereunder
        in the manner and to the Persons as permitted under the Purchase
        Agreement.

       

      (i) No
        Inconsistent Agreements.
        Neither
        the Company nor any of its subsidiaries has entered, as of the date hereof,
        nor
        shall the Company or any of its subsidiaries, on or after the date of this
        Agreement, enter into any agreement with respect to its securities, that
        would
        have the effect of impairing the rights granted to the Holders in this Agreement
        or otherwise conflict with the provisions hereof. Except as set forth on
        Schedule
        6(i),
        neither
        the Company nor any of its subsidiaries has previously entered into any
        agreement granting any registration rights with respect to any of its securities
        to any Person that have not been satisfied in full.

       

      (j) Execution
        and Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement. In the event that any signature
        is
        delivered by facsimile transmission, such signature shall create a valid
        binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof.

       

      (k) Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be determined with the provisions of the Purchase
        Agreement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (l) Cumulative
        Remedies.
        The
        remedies provided herein are cumulative and not exclusive of any remedies
        provided by law.

       

      (m) Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions set forth
        herein
        shall remain in full force and effect and shall in no way be affected, impaired
        or invalidated, and the parties hereto shall use their commercially reasonable
        efforts to find and employ an alternative means to achieve the same or
        substantially the same result as that contemplated by such term, provision,
        covenant or restriction. It is hereby stipulated and declared to be the
        intention of the parties that they would have executed the remaining terms,
        provisions, covenants and restrictions without including any of such that
        may be
        hereafter declared invalid, illegal, void or unenforceable.

       

      (n) Headings.
        The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.

       

      (o) Independent
        Nature of Holders’ Obligations and Rights.
        The
        obligations of each Holder hereunder are several and not joint with the
        obligations of any other Holder hereunder, and no Holder shall be responsible
        in
        any way for the performance of the obligations of any other Holder hereunder.
        Nothing contained herein or in any other agreement or document delivered
        at any
        closing, and no action taken by any Holder pursuant hereto or thereto, shall
        be
        deemed to constitute the Holders as a partnership, an association, a joint
        venture or any other kind of entity, or create a presumption that the Holders
        are in any way acting in concert with respect to such obligations or the
        transactions contemplated by this Agreement. Each Holder shall be entitled
        to
        protect and enforce its rights, including without limitation the rights arising
        out of this Agreement, and it shall not be necessary for any other Holder
        to be
        joined as an additional party in any proceeding for such purpose.

       

      


      ********************


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

       

      
        
          	 	 	 
	 	GIGABEAM
                  CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
	 	Title 


        



      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS]

      



      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF HOLDERS TO GGBM RRA]

      


      Name
        of
        Holder: __________________________

      Signature
        of Authorized Signatory of Holder:
        __________________________

      Name
        of
        Authorized Signatory: _________________________

      Title
        of
        Authorized Signatory: __________________________

      


      


      [SIGNATURE
        PAGES CONTINUE]

      
 

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      ANNEX
        A

      


      Plan
        of Distribution

       

       

      Each
        Selling Stockholder (the “Selling
        Stockholders”)
        of the
        common stock (“Common
        Stock”)
        of
        GigaBeam Corporation, a Delaware corporation (the “Company”)
        and
        any of their pledgees, assignees and successors-in-interest may, from time
        to
        time, sell any or all of their shares of Common Stock on the Trading Market
        or
        any other stock exchange, market or trading facility on which the shares
        are
        traded or in private transactions. These sales may be at fixed or negotiated
        prices. A Selling Stockholder may use any one or more of the following methods
        when selling shares:

       

      
        	 	
                ·

              	
                ordinary
                  brokerage transactions and transactions in which the broker-dealer
                  solicits purchasers;

              


      

       

      
        	 	
                ·

              	
                block
                  trades in which the broker-dealer will attempt to sell the shares
                  as agent
                  but may position and resell a portion of the block as principal
                  to
                  facilitate the transaction;

              


      

       

      
        	 	
                ·

              	
                purchases
                  by a broker-dealer as principal and resale by the broker-dealer
                  for its
                  account;

              


      

       

      
        	 	
                ·

              	
                an
                  exchange distribution in accordance with the rules of the applicable
                  exchange;

              


      

       

      
        	 	
                ·

              	
                privately
                  negotiated transactions;

              


      

       

      
        	 	
                ·

              	
                settlement
                  of short sales entered into after the effective date of the registration
                  statement of which this prospectus is a
                  part;

              


      

       

      
        	 	
                ·

              	
                broker-dealers
                  may agree with the Selling Stockholders to sell a specified number
                  of such
                  shares at a stipulated price per
                  share;

              


      

       

      
        	 	
                ·

              	
                a
                  combination of any such methods of
                  sale;

              


      

       

      
        	 	
                ·

              	
                through
                  the writing or settlement of options or other hedging transactions,
                  whether through an options exchange or otherwise;
                  or

              


      

       

      
        	 	
                ·

              	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

       

      The
        Selling Stockholders may also sell shares under Rule 144 under the Securities
        Act of 1933, as amended (the “Securities
        Act”),
        if
        available, rather than under this prospectus.

       

      Broker-dealers
        engaged by the Selling Stockholders may arrange for other brokers-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the Selling Stockholders (or, if any broker-dealer acts as agent for the
        purchaser of shares, from the purchaser) in amounts to be negotiated, but,
        except as set forth in a supplement to this Prospectus, in the case of an
        agency
        transaction not in excess of a customary brokerage commission in compliance
        with
        NASDR Rule 2440; and in the case of a principal transaction a markup or markdown
        in compliance with NASDR IM-2440. 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      In
        connection with the sale of the Common Stock or interests therein, the Selling
        Stockholders may enter into hedging transactions with broker-dealers or other
        financial institutions, which may in turn engage in short sales of the Common
        Stock in the course of hedging the positions they assume. The Selling
        Stockholders may also sell shares of the Common Stock short and deliver these
        securities to close out their short positions, or loan or pledge the Common
        Stock to broker-dealers that in turn may sell these securities. The Selling
        Stockholders may also enter into option or other transactions with
        broker-dealers or other financial institutions or the creation of one or
        more
        derivative securities which require the delivery to such broker-dealer or
        other
        financial institution of shares offered by this prospectus, which shares
        such
        broker-dealer or other financial institution may resell pursuant to this
        prospectus (as supplemented or amended to reflect such
        transaction).

       

      The
        Selling Stockholders and any broker-dealers
        or agents that are involved in selling the shares may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with such
        sales. In such event, any commissions received by such broker-dealers
        or agents and any profit on the resale of the shares purchased by them may
        be
        deemed to be underwriting commissions or discounts under the Securities Act.
        Each Selling Stockholder has informed the Company that it does not have any
        written or oral agreement or understanding, directly or indirectly, with
        any
        person to distribute the Common Stock. In no event shall any broker-dealer
        receive fees, commissions and markups which, in the aggregate, would exceed
        eight percent (8%).

       

      The
        Company is required to pay certain fees and expenses incurred by the Company
        incident to the registration of the shares. The Company has agreed to indemnify
        the Selling Stockholders against certain losses, claims, damages and
        liabilities, including liabilities under the Securities Act. 

       

      Because
        Selling Stockholders may be deemed to be “underwriters” within the meaning of
        the Securities Act, they will be subject to the prospectus delivery requirements
        of the Securities Act. In addition, any securities covered by this prospectus
        which qualify for sale pursuant to Rule 144 under the Securities Act may
        be sold
        under Rule 144 rather than under this prospectus. Each Selling Stockholder
        has
        advised us that they have not entered into any written or oral agreements,
        understandings or arrangements with any underwriter or broker-dealer regarding
        the sale of the resale shares. There is no underwriter or coordinating broker
        acting in connection with the proposed sale of the resale shares by the Selling
        Stockholders.

       

      We
        agreed
        to keep this prospectus effective until the earlier of (i) the date on which
        the
        shares may be resold by the Selling Stockholders without registration and
        without regard to any volume limitations by reason of Rule 144(e) under the
        Securities Act or any other rule of similar effect or (ii) all of the shares
        have been sold pursuant to the prospectus or Rule 144 under the Securities
        Act
        or any other rule of similar effect. The resale shares will be sold only
        through
        registered or licensed brokers or dealers if required under applicable state
        securities laws. In addition, in certain states, the resale shares may not
        be
        sold unless they have been registered or qualified for sale in the applicable
        state or an exemption from the registration or qualification requirement
        is
        available and is complied with.

       

      Under
        applicable rules and regulations under the Exchange Act, any person engaged
        in
        the distribution of the resale shares may not simultaneously engage in market
        making activities with respect to the Common Stock for the applicable restricted
        period, as defined in Regulation M, prior to the commencement of the
        distribution. In addition, the Selling Stockholders will be subject to
        applicable provisions of the Exchange Act and the rules and regulations
        thereunder, including Regulation M, which may limit the timing of purchases
        and
        sales of shares of the Common Stock by the Selling Stockholders or any other
        person. We will make copies of this prospectus available to the Selling
        Stockholders and have informed them of the need to deliver a copy of this
        prospectus to each purchaser at or prior to the time of the sale.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      Annex
        B

       

      GIGABEAM
        CORPORATION

       

      Selling
        Securityholder Notice and Questionnaire

       

      The
        undersigned beneficial owner of common stock, par value $.001 per share (the
        “Common
        Stock”),
        of
        GigaBeam Corporation, a Delaware corporation (the “Company”),
        (the
“Registrable
        Securities”)
        understands that the Company has filed or intends to file with the Securities
        and Exchange Commission (the “Commission”)
        a
        registration statement on Form S-3 (the “Registration
        Statement”)
        for
        the registration and resale under Rule 415 of the Securities Act of 1933,
        as
        amended (the “Securities
        Act”),
        of
        the Registrable Securities, in accordance with the terms of the Registration
        Rights Agreement, dated as of November __, 2005 (the “Registration
        Rights Agreement”),
        among
        the Company and the Purchasers named therein. A copy of the Registration
        Rights
        Agreement is available from the Company upon request at the address set forth
        below. All capitalized terms not otherwise defined herein shall have the
        meanings ascribed thereto in the Registration Rights Agreement.

       

      Certain
        legal consequences arise from being named as a selling securityholder in
        the
        Registration Statement and the related prospectus. Accordingly, holders and
        beneficial owners of Registrable Securities are advised to consult their
        own
        securities law counsel regarding the consequences of being named or not being
        named as a selling securityholder in the Registration Statement and the related
        prospectus.

       

      NOTICE

       

      The
        undersigned beneficial owner (the “Selling
        Securityholder”)
        of
        Registrable Securities hereby elects to include the Registrable Securities
        owned
        by it and listed below in Item 3 (unless otherwise specified under such Item
        3)
        in the Registration Statement.

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that such information is accurate:

       

      QUESTIONNAIRE

       

      1.    Name.

       

      
        	 	
                (a)

              	
                Full
                  Legal Name of Selling
                  Securityholder

              


      

       

      
        	 
	 


      

      


      
        	 	
                (b)

              	
                Full
                  Legal Name of Registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities Listed in Item 3 below are
                  held:

              


      

       

      
        	 
	 


      

      


      
        	 	
                (c)

              	
                Full
                  Legal Name of Natural Control Person (which means a natural person
                  who
                  directly or indirectly alone or with others has power to vote or
                  dispose
                  of the securities covered by the
                  questionnaire):

              


      

       

      
        	 
	 


      

      


       

      2.    Address
        for
        Notices to Selling Securityholder:

       

      
        	 
	 
	 
	
                Telephone: 

              
	
                Fax: 

              
	
                Contact
                  Person: 

              


      

      


      3.    Beneficial
        Ownership of Registrable Securities:

       

      
        	 	
                (a)

              	
                Type
                  and Number of Registrable Securities beneficially
                  owned:

              


      

       

      
        
          	 
	 
	 
	 


        



      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      4.    Broker-Dealer
        Status:

       

      
        	 	
                (a)

              	
                Are
                  you a broker-dealer?

              


      

       

      Yes
o     No
o

       

      
        	 	
                (b)

              	
                If
                  “yes” to Section 4(a), did you receive your Registrable Securities as
                  compensation for investment banking services to the
                  Company.

              


      

       

      Yes
o     No
o

       

      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      
        	 	
                (c)

              	
                Are
                  you an affiliate of a
                  broker-dealer?

              


      

       

      Yes
o     No
o

       

      
        	 	
                (d)

              	
                If
                  you are an affiliate of a broker-dealer, do you certify that you
                  bought
                  the Registrable Securities in the ordinary course of business,
                  and at the
                  time of the purchase of the Registrable Securities to be resold,
                  you had
                  no agreements or understandings, directly or indirectly, with any
                  person
                  to distribute the Registrable
                  Securities?

              


      

       

      Yes
o     No
o

       

      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      5.    Beneficial
        Ownership of Other Securities of the Company Owned by the Selling
        Securityholder.

       

      Except
        as set forth below in this Item 5, the undersigned is not the beneficial
        or
        registered owner of any securities of the Company other than the Registrable
        Securities listed above in Item 3.

       

      
        	 	
                (a)

              	
                Type
                  and Amount of Other Securities beneficially owned by the Selling
                  Securityholder:

              


      

       

      
        
          	 
	 
	 


        



      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      6.    Relationships
        with the Company:

       

      Except
        as set forth below, neither the undersigned nor any of its affiliates, officers,
        directors or principal equity holders (owners of 5% of more of the equity
        securities of the undersigned) has held any position or office or has had
        any
        other material relationship with the Company (or its predecessors or affiliates)
        during the past three years.

       

      State
        any
        exceptions here:

       

      
        	 
	 
	 


      

      


       

      The
        undersigned agrees to promptly notify the Company of any inaccuracies or
        changes
        in the information provided herein that may occur subsequent to the date
        hereof
        at any time while the Registration Statement remains effective.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in its answers to Items 1 through 6 and the inclusion of
        such
        information in the Registration Statement and the related prospectus
and
        any
        amendments or supplements thereto.
        The
        undersigned understands that such information will be relied upon by the
        Company
        in connection with the preparation or amendment of the Registration Statement
        and the related prospectus.

       

      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.

       

      
        	 	 	 
	 	Beneficial
                Owner:  
	 
 	 
 	 
 
	Dated: 	By:  	 
	 	
                
Name: 
	 	Title: 


      

      


      PLEASE
        FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
        THE ORIGINAL BY OVERNIGHT MAIL, TO:

      


      
        
          
          

        

        
          23