Exhibit 4.1
U.S. WIRELESS ONLINE,
INC.
Amended
Warrant for the
Purchase of 2,250,000
Shares of Common
Stock
Par Value
$0.001
THIS WARRANT
SUPERCEDES AND REPLACES IN ITS ENTIRETY THAT WARRANT FOR THE
PURCHASE OF 2,250,000 SHARES OF COMMON STOCK OF U.S. WIRELESS
ONLINE, INC. COMMON STOCK, PAR VALUE $0.001 ISSUED TO DAVID RAGLAND
ON JULY 26, 2004.
WARRANT
AGREEMENT
THE HOLDER OF THIS
WARRANT, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE WARRANT AND
COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND
ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE
SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO
ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE
SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT AND SUCH STATE STATUTES.
This is to certify that,
for value received, DAVID RAGLAND, (the
“Holder”) is entitled to purchase from U.S. Wireless
Online, Inc. (the “Company”), on the terms and
conditions hereinafter set forth, all or any part of 2,250,000
shares (“Warrant Shares”) of the Company’s common
stock, par value $0.001 (the “Common Stock”), at the
purchase price of $0.10 per share (“Warrant Price”).
Upon exercise of this warrant in whole or in part, a
certificate for the Warrant Shares so purchased shall be issued and
delivered to the Holder. If less than the total warrant is
exercised, a new warrant of similar tenor shall be issued for the
unexercised portion of the warrants represented by this Agreement.
This warrant is granted
subject to the following further terms and conditions:
1
This warrant shall vest
and be exercisable immediately, and shall expire at 5:00 p.m.
Easter Daylight Time on December 15th 2011. In order to
exercise this warrant with respect to all or any part of the
Warrant Shares for which this warrant is at the time exercisable,
Holder (or in the case of exercise after Holder’s death,
Holder’s executor, administrator, heir or legatee, as the
case may be) must take the following actions:
(a)
Deliver to the Corporate
Secretary of the Corporation an executed notice of exercise in
substantially the form of attached to this Agreement (the
“Exercise Notice”) in which there is specified the
number of Warrant Shares that are to be purchased under the
exercised warrant.
(b)
Pay the aggregate
Warrant Price for the purchased shares in cash or by check made
payable to the Corporation’s order;
(c)
Furnish to the
Corporation appropriate documentation that the person or persons
exercising the warrant (if other than Holder) have the right to
exercise this warrant.
(d)
For purposes of this
Agreement, the Exercise Date shall be the date on which the
executed Exercise Notice shall have been delivered to the Company.
Except to the extent the sale and remittance procedure
specified above is utilized in connection with the warrant
exercise, payment of the Warrant Price for the purchased shares
must accompany such Exercise Notice.
(e)
Upon such exercise, the
Company shall issue and cause to be delivered with all reasonable
dispatch (and in any event within three business days of such
exercise) to or upon the written order of the Holder at its
address, and in the name of the Holder, a certificate or
certificates for the number of full Warrant Shares issuable upon
the exercise together with such other property (including cash) and
securities as may then be deliverable upon such exercise.
Such certificate or certificates shall be deemed to have been
issued and the Holder shall be deemed to have become a holder of
record of such Warrant Shares as of the Exercise Date.
2.
The Holder acknowledges
that the shares subject to this warrant have not and will not be
registered as of the date of exercise of this warrant under the
Securities Act or the securities laws of any state. The
Holder acknowledges that this warrant and the shares issuable on
exercise of the warrant, when and if issued, are and will be
“restricted securities” as defined in Rule 144
promulgated by the Securities and Exchange Commission and must be
held indefinitely unless subsequently registered under the
Securities Act and any other applicable state registration
requirements. Except as provided herein, the Company is under
no obligation to register the securities under the Securities Act
or under applicable state statutes. In the absence of such a
registration or an available exemption from registration, sale of
the Warrant Shares may be practicably impossible. The Holder
shall confirm to the Company the representations set forth above in
connection with the exercise of all or any portion of this
warrant.
3.
The Company, during the
term of this Agreement, will obtain from the appropriate regulatory
agencies any requisite authorization in order to issue and sell
such number of shares of its Common Stock as shall be sufficient to
satisfy the requirements of the Agreement.
4.
The number of Warrant
Shares purchasable upon the exercise of this warrant and the
Warrant Price per share shall be subject to adjustment from time to
time subject as follows:
(a)
In the event the Company
should at any time or from time to time fix a r
