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Warrant Agreement - Worldwide Wireless Systems Inc. and Continental Stock & Trust Co.

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                               WARRANT AGREEMENT


         This Warrant Agreement (the "Agreement") is by and among WORLDWIDE
WIRELESS SYSTEMS, INC., a Delaware corporation (the "Company") and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Warrant Agent (the
"Warrant Agent").

                                  Background
   
         1. In connection with a public offering of its securities (the
"Offering") through a firm commitment underwriting with Dupont Securities
Group, Inc. (the "Underwriter") pursuant to a Registration Statement filed
on Form SB-2 with the Securities and Exchange Commission under the Securities
Act of 1933 on __________, 1997 (the "Offering"), the Company proposes to
issue 1,500,000 redeemable common stock purchase warrants (the "Warrants").
    
         2. The Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange and redemption of the Warrants, the
issuance of certificates representing the Warrants, the exercise of the
Warrants, and the rights of the holders thereof.

                          N O W ,  T H E R E F O R E ,

         In consideration of the premises and the mutual covenants and
agreements herein set forth, and in reliance on the representations and
warranties contained herein, the parties hereby agree as follows:

         Section 1. Definitions. As used herein, the following terms shall
have the following meanings, unless the context shall otherwise require:

         (a)      "Average Closing Bid Price", means the average closing bid
                  price of the Company's Common Stock reported by NASDAQ for
                  the 10 trading days immediately preceding the respective
                  closing of the Offering.
   
         (b)      "Common Stock" shall mean the authorized stock of the Company 
                  of any class, whether now or hereafter authorized, which has
                  the right to participate in the distribution of earnings and
                  assets of the Company without limit as to amount or
                  percentage, which at the date hereof consists of 20,000,000
                  shares of Common Stock, $.01 par value per share.
    
         (c)      "Corporate Office" shall mean the office of the Warrant Agent
                  (or its successor) at which at any particular time its
                  principal business shall be administered, which office is
                  located on the date hereof at 2 Broadway, 19thFloor, New
                  York, New York 10004.

         (d)      "Exercise Date" shall mean, as to any Warrant, the date on
                  which the Warrant Agent shall have received both: (i) the
                  Warrant Certificate representing such Warrant, with the
                  exercise form thereon duly executed by the Registered Holder
                  thereof or his attorney duly authorized in writing; and (i)
                  payment in cash, or by official bank or certified check made
                  payable to the Warrant Agent, of an amount in lawful money
                  of the United States of America equal to the applicable
                  Purchase Price.

                                                      

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         (e)      "Purchase Price" shall mean the price to be paid upon exercise
                  of each Warrant in accordance with the terms hereof, which
                  price shall be $_____ per share, subject to adjustment from
                  time to time pursuant to the provisions of Section 9 hereof,
                  and subject to the Company's right to reduce the Purchase
                  Price; upon notice to all Warrant Holders.

         (f)      "Redemption Price" shall mean the price at which the Company
                  may, at its option, redeem the Warrants, in accordance with
                  the terms hereof, which price shall be $.10 per Warrant,
                  subject to adjustment from time to time pursuant to the
                  provisions of Section 9.

         (g)      "Registered  Holder" shall mean the person in whose name any
                  certificate representing Warrants shall be registered on the
                  books maintained by the Warrant Agent pursuant to Section 6.

         (h)      "Transfer Agent" shall mean Continental Stock Transfer & Trust
                  Company, as the Company's transfer agent, or its authorized
                  successor, as such.

         (i)      "Warrant Expiration Date" shall mean, with respect to each 
                  Warrant, 3:00 p.m. (New York, New York time) on the fifth
                  anniversary of the date of issuance of the Warrants, or the
                  Redemption Date as defined in Section 8, whichever is
                  earlier; provided that if such date shall in the State of
                  New York be a holiday or a day on which banks are authorized
                  to close, then 3:00 p.m. (New York, New York time) on the
                  next following day which in the State of New York is not a
                  holiday nor a day on which banks are authorized to close.
                  Upon notice to all Warrant Holders, the Company shall have
                  the right to extend the Warrant Expiration Date.

         Section 2.  Warrants and Issuance of Warrant Certificates.

         (a)      Each Warrant shall initially entitle the Registered Holder
                  of the Warrant Certificate representing such Warrant to
                  purchase one (1) share of Common Stock upon the exercise
                  thereof, in accordance with the terms hereof, subject to
                  modification and adjustment as provided in Section 9.

         (b)      Upon execution of this Agreement, Warrant Certificates
                  representing the number of Warrants sold pursuant to the
                  Registration Statement shall be executed by the Company and
                  delivered to the Warrant Agent. Upon written order of the
                  Company signed by its President or Chairman or a Vice
                  President and by its Secretary or an Assistant Secretary,
                  the Warrant Certificates shall be countersigned, issued and
                  delivered by the Warrant Agent.

         (c)      From time to time, up to the Warrant Expiration Date, the
                  Transfer Agent shall countersign and deliver stock
                  certificates in required whole number denominations
                  representing the amount of shares of Common Stocks sold in
                  the Offering, subject to adjustment as described herein,
                  upon the exercise of Warrants in accordance with this
                  Agreement.

         (d)      From time to time, up to the Warrant Expiration Date, the
                  Warrant Agent shall countersign and deliver Warrant
                  Certificates in required whole number denominations to the
                  persons

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                  entitled thereto in connection with any transfer or exchange
                  permitted under this Agreement; provided that no Warrant
                  Certificates shall be issued except to: (i) those initially
                  issued hereunder; (ii) those issued on or after the Initial
                  Warrant Exercise Date, upon the exercise of fewer than all
                  Warrants represented by any Warrant Certificate, to evidence
                  any unexercised Warrants held by the exercising Registered
                  Holder; (iii) those issued upon any transfer or exchange
                  pursuant to Section 6; (iv) those issued in replacement of
                  lost, stolen, destroyed or mutilated Warrant Certificates
                  pursuant to Section 7; (v) those issued pursuant to the
                  Placement Agents' Warrants; and (vi) at the option of the
                  Company, in such form as may be approved by its Board of
                  Directors, to reflect any adjustment or change in the
                  Purchase Price, the number of shares of Common Stock
                  purchasable upon exercise of the Warrants or the Redemption
                  Price therefor made pursuant to Section 9.

         Section 3.  Form and Execution of Warrant Certificates.

         (a)      The Warrant Certificates for the Warrants shall be 
                  substantially in the form annexed hereto as Exhibit A and
                  may have such letters, numbers or other marks of
                  identification or designation and such legends, summaries or
                  endorsements printed, lithographed or engraved thereon as
                  the Company may deem appropriate and as are not inconsistent
                  with the provisions of this Agreement or as may be required
                  to comply with any law or with any rule or regulation made
                  pursuant thereto or with any rule or regulation of any stock
                  exchange on which the Warrants may be listed, or to conform
                  to usage. The Warrant Certificates shall be dated the date
                  of issuance thereof (whether upon initial issuance,
                  transfer, exchange or in lieu of mutilated, lost, stolen, or
                  destroyed Warrant Certificates) and issued in registered
                  form. Warrants shall be numbered serially with the letter W
                  on the Warrants.

         (b)      Warrant Certificates shall be executed on behalf of the 
                  Company by its Chairman of the Board, President or any Vice
                  President and by its Secretary or an Assistant Secretary, by
                  mutual signatures or by facsimile signatures printed
                  thereon, and shall have imprinted thereon a facsimile of the
                  Company's seal. Warrant Certificates shall be manually
                  countersigned by the Warrant Agent and shall not be valid
                  for any purpose unless so countersigned. Incase any officer
                  of the Company who shall have signed any of the Warrant
                  Certificates shall cease to be such officer of the Company
                  before the date of issuance of the Warrant Certificates or
                  before countersignature by the Warrant Agent and issue and
                  delivery thereof, such Warrant Certificates may nevertheless
                  be countersigned by the Warrant Agent, issued and delivered
                  with the same force and effect as though the person who
                  signed such Warrant Certificates had not ceased to be such
                  officer of the Company. After countersignature by the
                  Warrant Agent, Warrant Certificates shall be delivered by
                  the Warrant Agent to the registered Holder without further
                  action by the Company, except as otherwise provided by
                  Section 4(a).

         Section 4.  Exercise.

         (a)      Each Warrant may be exercised by the Registered Holder thereof
                  at any time on or after the Initial Warrant Exercise Date,
                  but not after the Warrant Expiration Date, upon the terms
                  and subject to the conditions set forth herein and in the
                  applicable Warrant Certificate. The Company shall not be
                  obligated to deliver any securities pursuant to the

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                  exercise of this Warrant unless a registration statement
                  under the Securities Act of 1933, with respect to such
                  securities is effective. The Company has covenanted and
                  agreed that it will use all reasonable efforts to keep the
                  Registration Statement current while any of the Warrants are
                  outstanding. This Warrant shall not be exercisable by a
                  Registered Holder in any state where such exercise would be
                  unlawful. A Warrant shall be deemed to have been exercised
                  immediately prior to the close of business on the Exercise
                  Date and the person entitled to receive the securities
                  deliverable upon such exercise shall be treated for all
                  purposes as the holder upon exercise thereof as of the close
                  of business on the Exercise Date. As soon as practicable on
                  or after the Exercise Date, the Warrant Agent shall deposit
                  the proceeds received from the exercise of a Warrant and
                  shall notify the Company in writing of the exercise of the
                  Warrants. Promptly following, and in any event within five
                  (5) days after the date of such notice from the Warrant
                  Agent, the Warrant Agent, on behalf of the Company, shall
                  cause to be issued and delivered to the person or persons
                  entitled to receive the same, a certificate or certificates
                  for the securities deliverable upon such exercise (plus a
                  Warrant Certificate for any remaining unexercised Warrants
                  of the Registered Holder) unless prior to the date of
                  issuance of such certificates the Company shall instruct the
                  Warrant Agent to refrain from causing such issuance of
                  certificates pending clearance of checks received in payment
                  of the Purchase Price pursuant to such Warrants. The Warrant
                  Agent shall notify the Underwriter of any exercise of this
                  Warrant within ten (10) days after the date of such
                  exercise.
    
         Section 5.  Reservation of Shares; Listing; Payment of Taxes; etc.

         (a)      The Company covenants that it will at all times reserve and 
                  keep available out of its authorized Common Stock, solely
                  for the purpose of issuance upon exercise of Warrants, such
                  number of shares of Common Stock as shall then be issuable
                  upon the exercise of all outstanding Warrants. The Company
                  covenants that all shares of Common Stock which shall be
                  issuable upon exercise of the Warrants shall, at the time of
                  delivery, be duly and validly issued, fully paid,
                  nonassessable and free from all taxes, liens and charges
                  with respect to the issuance thereof (other than those which
                  the Company shall promptly pay or discharge) and that upon
                  issuance such shares shall be listed on each national
                  securities exchange, if any, on which the other shares of
                  outstanding Common Stock of the Company are then listed.

         (b)      The Company covenants that if any securities to be reserved 
                  for the purpose of exercise of Warrants hereunder require
                  registration with, or approval of, any governmental
                  authority under any federal securities law before such
                  securities may be validly issued or delivered upon such
                  exercise, then the Company will in good faith and as
                  expeditiously as reasonably possible, endeavor to secure
                  such registration or approval. The Company will use all
                  reasonable efforts to obtain appropriate approvals or
                  registrations under state "blue sky"securities laws with
                  respect to any such securities. However, Warrants may not be
                  exercised by, or shares of Common Stock issued to, any
                  Registered Holder in any state in which such exercise would
                  be unlawful.

         (c)      The Company shall pay all documentary, stamp or similar taxes 
                  and other governmental charges that may be imposed with
                  respect to the issuance of Warrants, or the issuance or
                  delivery of any shares upon exercise of the Warrants;
                  provided, however, that if the shares of Common Stock are to
                  be delivered in a name other than the name of the Registered
                  Holder of the Warrant Certificate representing any Warrant
                  being exercised, then no such

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                  delivery shall be made unless the person requiring the same
                  has paid to the Warrant Agent the amount of transfer taxes
                  or charges incident thereto, if any.

         Section 6.  Exchange and Registration of Transfer.

         (a)      Warrant Certificates may be exchanged for other Warrant
                  Certificates representing an equal aggregate number of
                  Warrants of the same class or may be transferred in whole or
                  in part. Warrant Certificates to be exchanged shall be
                  surrendered to the Warrant Agent at its Corporate Office,
                  and upon satisfaction of all the terms and provisions
                  hereof, the Company shall execute and the Warrant Agent
                  shall countersign, issue and deliver in exchange therefor
                  the Warrant Certificate or Certificates which the Registered
                  Holder making the exchange shall be entitled to receive.

         (b)      The Warrant Agent shall keep at its office books in which,
                  subject to such reasonable regulations as it may prescribe,
                  it shall register Warrant Certificates and the transfer
                  thereof in accordance with its regular practice. Upon due
                  presentment for registration of transfer of any Warrant
                  Certificate at such office, the Company shall execute and
                  the Warrant Agent shall issue and deliver to the transferee
                  or transferees a new Warrant Certificate or Certificates
                  representing an equal aggregate number of Warrants of the
                  same class.

         (c)      With respect to all Warrant Certificates presented for
                  registration or transfer, or for exchange or exercise, the
                  subscription form on the reverse thereof shall be duly
                  endorsed, or be accompanied by a written instrument or
                  instruments of transfer and subscription, in form
                  satisfactory to the Company and the Warrant Agent, duly
                  executed by the Registered Holder or his attorney-in-fact
                  duly authorized in writing.

         (d)      A service charge may be imposed by the Warrant Agent for any
                  exchange or registration of transfer of Warrant
                  Certificates. In addition, the Company may require payment
                  by such holder of a sum sufficient to cover any tax or other
                  governmental charge that may be imposed in connection
                  therewith.

         (e)      All Warrant Certificates surrendered for exercise or for
                  exchange in case of mutilated Warrant Certificates shall be
                  promptly canceled by the Warrant Agent and thereafter
                  retained by the Warrant Agent until termination of this
                  Agreement or resignation as Warrant Agent.

         (f)      Prior to due presentment for registration of transfer thereof,
                  the Company and the Warrant Agent may deem and treat the
                  Registered Holder of any Warrant Certificate as the absolute
                  owner thereof and of each Warrant represented thereby
                  (notwithstanding any notations of ownership or writing
                  thereon made by anyone other than a duly authorized officer
                  of the Company or the Warrant Agent) for all purposes and
                  shall not be affected by any notice to the contrary.

         Section 7. Loss or Mutilation. Upon receipt by the Company and the
Warrant Agent of evidence satisfactory to them of the ownership of and loss,
theft, destruction or mutilation of any Warrant Certificate and (in case of
loss, theft or destruction) of indemnity satisfactory to them, and (in the
case of mutilation) upon surrender and cancellation thereof, the Company shall
execute and the Warrant Agent shall (in the

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absence of notice to the Company and/or Warrant Agent that the Warrant
Certificate has been acquired by a bonafide purchaser) countersign and deliver
to the Registered Holder in lieu thereof a new Warrant Certificate of like
tenor representing an equal aggregate number of Warrants. Applicants for a
substitute Warrant Certificate shall comply with such other reasonable
regulations and pay such other reasonable charges as the Warrant Agent may
prescribe.

         Section 8.  Redemption.

         (a)      At any time after the first anniversary of the date hereof,
                  on not less than thirty (30) days' prior written notice, the
                  Warrants may be redeemed, at a price of $.10 per Warrant,
                  provided the average closing bid price of the Company's
                  Common Stock on the Nasdaq Stock Market (or the last sale
                  price, if quoted on a national securities exchange) for
                  twenty (20) consecutive trading days ending on the fifteenth
                  day prior to the date of the notice of redemption equals or
                  exceeds $9.00 per share (subject to adjustment by the
                  Company in accordance with Section 9 hereof). The notice of
                  redemption will be sent to the registered address of the
                  registered holder of the Warrant. All Warrants must be
                  redeemed if any are redeemed.

         (b)      In case the Company shall desire to exercise its right to so
                  redeem the Warrants, it shall request the Warrant Agent to
                  mail a notice of redemption to each of the Registered
                  Holders of the Warrants to be redeemed, first class, postage
                  prepaid, not later than the thirtieth (30th) day before the
                  date fixed for redemption, at their last address as shall
                  appear on the records of the Warrant Agent. Any notice
                  mailed in the manner provided herein shall be conclusively
                  presumed to have been duly given whether or not the
                  Registered Holder receives such notice.

         (c)      The notice of redemption shall specify: (i) the Redemption 
                  Price; (ii) the date fixed for redemption; (iii) the place
                  where the Warrant Certificates shall be delivered and the
                  redemption price paid; and (iv) that the right to exercise
                  the Warrant shall terminate at 3:00 p.m. (New York, New York
                  time) on the business day immediately preceding the date
                  fixed for redemption. No failure to mail such notice nor any
                  defect therein or in the mailing thereof shall affect the
                  validity of the proceedings for such redemption except as to
                  a holder (i) to whom notice was not mailed; or (ii) whose
                  notice was defective. An affidavit of the Warrant Agent or
                  of the Secretary or the Company that notice of redemption
                  has been mailed shall, in the absence of fraud, be prima
                  facie evidence of the facts stated therein.

         (d)      Any right to exercise a Warrant that has been called for
                  redemption shall terminate at 3:00 p.m. (New York, New York
                  time) on the business day immediately preceding the
                  Redemption Date. On and after the Redemption Date, Holders
                  of the redeemed Warrants shall have no further rights except
                  to receive, upon surrender of the redeemed Warrant, the
                  Redemption Price.

         (e)      From and after the date specified for redemption, the Company 
                  shall, at the place specified in the notice of redemption,
                  upon presentation and surrender to the Company by or on
                  behalf of the Registered Holder thereof of one or more
                  Warrants to be redeemed, deliver or cause to be delivered to
                  or upon the written order of such Holder a sum in cash equal
                  to the Redemption Price of each such Warrant. From and after
                  the date fixed for redemption and upon the depositor setting
                  aside by the Company of a sum sufficient to

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                  redeem all the Warrants called for redemption, such Warrants
                  shall expire and become void and all rights hereunder and
                  under the Warrant Certificates, except the right to receive
                  payment of the Redemption Price, shall cease.

         (f)      In case the Company shall desire to exercise its right to so
                  redeem the Warrants before the Warrants are exercisable, the
                  Warrants shall become immediately exercisable upon receipt
                  of written notice of the Company's intent to redeem.

         Section 9.  Adjustment of Purchase Price and Number of Shares of Common
Stock or Warrants.

         (a)      Subject to the exceptions referred to in Section 9 (g), in the
                  event the Company shall, at any time or from time to time
                  after the date hereof, subdivide or combine the outstanding
                  shares of Common Stock into a greater or lesser number of
                  shares (any such subdivision or combination being herein
                  called a "Change of Shares") , then, and thereafter upon
                  each further Change of Shares, the applicable Purchase Price
                  in effect immediately prior to such Change of Shares shall
                  be changed to a price (including any applicable fraction of
                  a cent) determined by multiplying the Purchase Price in
                  effect immediately prior thereto by a fraction, the
                  numerator of which shall be the total number of shares of
                  Common Stock outstanding immediately prior to such Change of
                  Shares and the denominator of which shall be the total
                  number of shares of Common Stock outstanding immediately
                  after such Change of Shares. Upon each adjustment of the
                  applicable Purchase Price pursuant to this Section 9, the
                  total number of shares of Common Stock purchasable upon the
                  exercise of each Warrant shall (subject to the provisions
                  contained in Section9(b)) be such number of shares
                  (calculated to the nearest tenth) purchasable at the
                  applicable Purchase Price immediately prior to such
                  adjustment multiplied by a fraction, the numerator of which
                  shall be the applicable Purchase Price in effect immediately
                  prior to such adjustment and the denominator of which shall
                  be the applicable Purchase Price in effect immediately after
                  such adjustment.

         (b)      In case of any reclassification, capital reorganization or 
                  other change of outstanding shares of Common Stock, or in
                  case of any consolidation or merger of the Company with or
                  into another corporation (other than a consolidation or
                  merger in which the Company is the continuing corporation
                  and which does not result in any reclassification, capital
                  reorganization or other change of outstanding shares of
                  Common Stock), or incase of any sale or conveyance to
                  another corporation of the property of the Company as, or
                  substantially as, an entirety (other than a sale/leaseback,
                  mortgage or other financing transaction), the Company shall
                  cause effective provision to be made so that each holder of
                  a Warrant then outstanding shall have the right thereafter,
                  by exercising such Warrant, to purchase the kind and number
                  of shares of stock or other securities or property
                  (including cash) receivable upon such reclassification,
                  capital reorganization or other change, consolidation,
                  merger, sale or conveyance by a holder of the number of
                  shares ofCommon Stock that might have been purchased upon
                  exercise of such Warrant, immediately prior to such
                  reclassification, capital reorganization or other change,
                  consolidation, merger, sale or conveyance. Any such
                  provision shall include provision for adjustments that shall
                  be as nearly equivalent as may be practicable to the
                  adjustments provided for in this Section 9. The foregoing
                  provisions, shall similarly apply to

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                  successive reclassifications, capital reorganizations and
                  other changes of outstanding shares of Common Stock and to
                  successive consolidations, mergers, sales or conveyances.

         (c)      Irrespective of any adjustments or changes in the Purchase
                  Price or the number of shares of Common Stock purchasable
                  upon exercise of the Warrants, the Warrant Certificates
                  theretofore and thereafter issued shall, unless the Company
                  shall exercise its option to issue new Warrant Certificates
                  pursuant to Section 2 (e), continue to express the
                  applicable Purchase Price per share, the number of shares
                  purchasable thereunder as the Purchase Price per share, and
                  the number of shares purchasable thereunder as were
                  expressed in the Warrant Certificates when the same were
                  originally issued.

         (d)      After each adjustment of the Purchase Price pursuant to this 
                  Section 9, the Company will promptly prepare a certificate
                  signed by the Chairman or President, and by the Treasurer or
                  an Assistant Treasurer or the Secretary or an Assistant
                  Secretary, of the Company setting forth: (i) the applicable
                  Purchase Price as so adjusted; (ii) the number of shares of
                  Common Stock purchasable upon exercise of each Warrant after
                  such adjustment, and the number of Warrants to which the
                  registered holder of each Warrant shall then be entitled;
                  and (iii) a brief statement of the facts accounting for such
                  adjustment. The Company will promptly file such certificate
                  with the Warrant Agent and cause a brief summary thereof to
                  be sent by ordinary first class mail to the Placement Agents
                  and to each registered holder of Warrants at his last
                  address as it shall appear on the registry books of the
                  Warrant Agent. No failure to mail such notice nor any defect
                  therein or in the mailing thereof shall affect the validity
                  thereof except as to the holder to whom the Company failed
                  to mail such notice, or except as to the holder whose notice
                  was defective. The affidavit of an officer of the Warrant
                  Agent or the Secretary or an Assistant Secretary of the
                  Company that such notice has been mailed shall, in the
                  absence of fraud, be prima facie evidence of the facts
                  stated therein.

         (e)      For purposes of Section 9(a) and 9(b) hereof,  the following
                  provisions (i) and (ii) shall also be applicable:

                  (i)      The number of shares of Common Stock outstanding at
                           any given time shall include shares of Common Stock
                           owned or held by or for the account of the Company
                           and the sale or issuance of such treasury shares or
                           the distribution of any such treasury shares shall
                           not be considered a Change of Shares for purposes
                           of said Sections.

                  (ii)     No Adjustment of the Purchase Price shall be made
                           unless such adjustment would require an increase or
                           decrease of at least five cents ($.05) in such
                           price; provided that any adjustments which by
                           reason of this clause (ii) are not required to be
                           made shall be carried forward and shall be made at
                           the time of and together with the next subsequent
                           adjustment which, together with any adjustments so
                           carried forward, shall require an increase or
                           decrease of at least $0.05 in the Purchase Price
                           then in effect hereunder.

         (f)      No Adjustment of Purchase Price in Certain Cases.
                  Notwithstanding any provision to the contrary contained
                  herein, no adjustment of the Purchase Price shall be made:


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                  (i)      Upon the issuance or sale of:  (i) the Underwriters'
                           Warrants or the securities underlying the
                           Underwriters' Warrants; (ii) the shares issuable
                           pursuant to the options, warrants, rights, stock
                           purchase agreements or convertible or exchangeable
                           securities outstanding or in effect on the date
                           hereof as described in the Prospectus; (iii) any
                           shares of Common Stock to be issued upon exercise
                           of options granted by the Company under stock
                           option plans subsequently adopted by the Company;
                           (iv) securities issued in connection with the
                           acquisition of, or merger with, any entity by the
                           Company; and (v) any Shares issued in connection
                           with the Offering.

                  (ii)     If the amount of said adjustments shall aggregate
                           less than five cents ($.05) for one (1) share of
                           Common Stock; provided, however, that in such case
                           any adjustment that would otherwise be required
                           then to be made shall be carried forward and shall
                           be made at the time of and together with the next
                           subsequent adjustment which, together with any
                           adjustment so carried forward, shall aggregate at
                           least five cents ($.05) for one (1) share of Common
                           Stock.

         (g)      As used in this Section 9, the term "Common Stock" shall mean 
                  and include the Company's Common Stock authorized on the
                  date of the Offering of the Units and shall also include any
                  capital stock of any class of the Company thereafter
                  authorized which shall not be limited to a fixed sum or
                  percentage in respect of the rights of the holders thereof
                  to participate in dividends and in the distribution of
                  assets upon the voluntary liquidation, dissolution or
                  winding up of the Company; provided, however, that the
                  shares issuable upon exercise of the Warrants shall include
                  only shares of such class designated in the Company's
                  Certificate of Incorporation as Common Stock on the date of
                  the Offering or: (i) in the case of any reclassification,
                  change, consolidation, merger, sale or conveyance of the
                  character referred to in Section 9(c) hereof, the stock,
                  securities or property provided for in such Section; or (ii)
                  in the case of any reclassification or change in the
                  outstanding shares of Common Stock issuable upon exercise of
                  the Warrants as a result of a subdivision or combination or
                  consisting of a change in par value, or from par value to no
                  par value, or from no par value to par value, such shares of
                  Common Stock as so reclassified or changed.

         (h)      Any determination as to whether an adjustment in the Purchase 
                  Price in effect hereunder is required pursuant to Section 9,
                  or as to the amount of any such adjustment, if required,
                  shall be binding upon the holders of the Warrants and the
                  Company if made in good faith by the Board of Directors of
                  the Company.

         Section 10.  Fractional Warrants and Fractional Shares.

         (a)      If the number of shares of Common Stock purchasable upon the
                  exercise of each Warrant is adjusted pursuant to Section 9
                  hereof, the Company shall nevertheless not be required to
                  issue fractions of shares, upon exercise of the Warrants or
                  otherwise, or to distribute certificates that evidence
                  fractional shares. With respect to any fraction of a share
                  called for upon any exercise hereof, the Company shall pay
                  to the Holder an amount in cash equal to such fraction
                  multiplied by the current market value of such fractional
                  share, determined as follows:


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                  (i)      If the Common Stock is listed on a National
                           Securities Exchange or admitted to unlisted trading
                           privileges on such exchange or listed for trading
                           on the Nasdaq National Market, the current value
                           shall be the last reported sale price of the Common
                           Stock on such exchange on the last business day
                           prior to the date of exercise of the Warrant, or if
                           no such sale is made on such day, the average of
                           the closing bid and asked prices for such day on
                           such exchange; or

                  (ii)     If the Common Stock is not listed or admitted to
                           unlisted trading privileges, the current value
                           shall be the mean of the last reported bid and
                           asked prices reported by the National Quotation
                           Bureau, Inc. on the last business day prior to the
                           date of the exercise of the Warrant; or

                  (iii)    If the Common Stock is not so listed or admitted to 
                           unlisted trading privileges and bid and asked
                           prices are not so reported, the current value shall
                           be an amount determined in such reasonable manner
                           as may be prescribed by the Board of Directors of
                           the Company.

         Section 11. Warrant Holders Not Deemed Stockholders. No holder of
Warrants shall, as such, be entitled to vote or to receive dividends or be
deemed the holder of Common Stock that may at any time be issuable upon
exercise of such Warrants for any purpose whatsoever, nor shall anything
contained herein be construed to confer upon the holder of Warrants, as such,
any of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance or reclassification of stock,
change of par value or change of stock to no par value, consolidation, merger
o conveyance or otherwise), or to receive notice of meetings, or to receive
dividends or subscription rights, until such Holder shall have exercised such
Warrants and been issued shares of Common Stock in accordance with the
provisions hereof.

         Section 12. Rights of Action. All rights of action with respect to
this Agreement are vested in the respective Registered Holders of the
Warrants, and any Registered Holder of a Warrant, without consent of the
Warrant Agent or of the holder of any other Warrant, may, in his own behalf
and for his own benefit, enforce against the Company his right to exercise his
Warrants for the purchase of shares of Common Stock in the manner provided in
the Warrant Certificates and this Agreement.

         Section 13. Agreement of Warrant Holders. Every holder of a Warrant,
by his acceptance thereof, consents and agrees with the Company, the Warrant
Agent and every other holder of a Warrant that:

         (a)      The Warrants are transferable only on the registry books of
                  the Warrant Agent by the Registered Holder thereof in person
                  or by his attorney duly authorized in writing and only if
                  the Warrant Certificates representing such Warrants are
                  surrendered at the office of the Warrant Agent, duly
                  endorsed or accompanied by a proper instrument of transfer
                  satisfactory to the Warrant Agent and the Company in their
                  sole discretion, together with payment of any applicable
                  transfer taxes; and

         (b)      The Company and the Warrant Agent may deem and treat the
                  person in whose name the Warrant Certificate is registered
                  as the holder and as the absolute, true and lawful owner of
                  the Warrants represented thereby for all purposes, and
                  neither the Company nor the

                                    - 10 -

<PAGE>



                  Warrant Agent shall be affected by any notice or knowledge
                  to the contrary, except as otherwise expressly provided in
                  Section 7 hereof.

         Section 14. Cancellation of Warrant Certificates. If the Company
shall purchase or acquire any Warrant or Warrants, the Warrant Certificate or
Warrant Certificates evidencing the same shall thereupon be delivered to the
Warrant Agent and canceled by it and retired. The Warrant Agent shall also
cancel Common Stock following exercise of any or all of the Warrants
represented thereby or delivered to it for transfer, split-up, combination or
exchange.

         Section 15. Concerning the Warrant Agent. The Warrant Agent acts
hereunder as agent and in a ministerial capacity for the Company, and its
duties shall be determined solely by the provisions hereof. The Warrant Agent
shall not, by issuing and delivering Warrant Certificates or by any other act
hereunder be deemed to make any representations as to the validity, value or
authorization of the Warrant Certificates or the Warrants represented thereby
or of any securities or other property delivered upon exercise of any Warrant
or whether any stock issued upon exercise of any Warrant is fully paid and
nonassessable.

         The Warrant Agent shall not at any time be under any duty or
responsibility to any holder of Warrant Certificates to make or cause to be
made any adjustment of the Purchase Price or the Redemption Price provided in
this Agreement, or to determine whether any fact exists which may require any
such adjustments, or with respect to the nature or extent of any such
adjustment, when made, or with respect to the method employed in making the
same. It shall not: (i) be liable for any recital or statement of facts
contained herein or for any action taken, suffered or omitted by it in
reliance on any Warrant Certificate or other document or instrument believed
by it in good faith to be genuine and to have been signed or presented by the
proper party or parties; (ii) be responsible for any failure on the part of
the Company to comply with any of its covenants and obligations contained in
this Agreement or in any Warrant Certificate; or (iii) be liable for any act
or omission in connection with this Agreement except for its own negligence or
willful misconduct. The Warrant Agent may at any time consult with counsel
satisfactory to it (who may be counsel for the Company) and shall incur no
liability or responsibility for any action taken, suffered or omitted by it in
good faith in accordance with the opinion or advice of such counsel. Any
notice, statement, instruction, request, direction, order or demand of the
Company shall be sufficiently evidenced by an instrument signed by the
Chairman of the Board, President, any Vice President, its Secretary, or
Assistant Secretary, (unless other evidence in respect thereof is herein
specifically prescribed). The Warrant Agent shall not be liable for any action
taken, suffered or omitted by it in accordance with such notice, statement,
instruction, request, direction, order or demand believed by it to be genuine.

         The Company agrees to pay the Warrant Agent reasonable compensation
for its services hereunder and to reimburse it for its reasonable expenses
hereunder; it further agrees to indemnify the Warrant Agent and save it
harmless against any and all losses, expenses and liabilities, including
judgments, costs and counsel fees, for anything done or omitted by the Warrant
Agent in the execution of its duties and powers hereunder except losses,
expenses and liabilities arising as a result of the Warrant Agent's negligence
or willful misconduct.

         In the event of a dispute under this Agreement between the Company
and the Underwriter regarding proceeds received by the Warrant Agent from the
exercise of the Warrants, the Warrant Agent shall have the right, but not the
obligation, to bring an interpleader action to resolve such dispute.


                                    - 11 -

<PAGE>



         The Warrant Agent may resign its duties and be discharged from all
further duties and liabilities hereunder (except liabilities arising as a
result of the Warrant Agent's own negligence or willful misconduct), after
giving 30 days' prior written notice to the Company. At least 15 days prior to
the date such resignation is to become effective, the Warrant Agent shall
cause a copy of such notice of resignation to be mailed to the Registered
Holder of each Warrant Certificate at the Company's expense. Upon such
resignation, or any inability of the Warrant Agent to act as such hereunder,
the Company shall appoint a new warrant agent in writing. If the Company shall
fail to make such appointment within a period of 15 days after it has been
notified in writing of such resignation by the resigning Warrant Agent, then
the Registered Holder of any Warrant Certificate may apply to any court of
competent jurisdiction for the appointment of a new warrant agent. Any new
warrant agent, whether appointed by the Company or by such a court shall be a
bank or trust company having a capital and surplus as shown by its last
published report to its stockholders, of not less than Ten Million Dollars
($10,000,000.00), or a stock transfer company. After acceptance in writing of
such appointment by the new warrant agent is received by the Company, such new
warrant agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the Warrant
Agent, without any further assurance, conveyance, act or deed; but if for any
reason it shall be necessary or expedient to execute and deliver any further
assurance conveyance, act or deed, the same shall be done at the expense of
the Company and shall be legally and validly executed and delivered by the
resigning Warrant Agent. Not later than the effective date of any such
appointment the Company shall file notice thereof with the resigning Warrant
Agent and shall forthwith cause a copy of such notice to be mailed to the
Registered Holder of each Warrant Certificate.

         Any corporation into which the Warrant Agent or any new warrant agent
may be converted or merged or any corporation resulting from any consolidation
to which the Warrant Agent or any new warrant agent shall be a party or any
corporation succeeding to the trust business of the Warrant Agent shall be a
successor warrant agent under this Agreement without any further act, provided
that such corporation is eligible for appointment as successor to the Warrant
Agent under the provisions of the preceding paragraph. Any such successor
warrant agent shall promptly cause notice of its succession as warrant agent
to be mailed to the Company and to the Registered Holder of each Warrant
Certificate. The Warrant Agent, its subsidiaries and affiliates, and any of
its or their officers or directors, may buy and hold or sell Warrants or other
securities of the Company and otherwise deal with the Company in the same
manner and to the same extent and with like effects as though it were not
Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in
any other capacity for the Company or for any other legal entity.

         Section 16. Modification of Agreement. The Warrant Agent and the
Company may by supplemental agreement make any changes or corrections in this
Agreement: (i) that they shall deem appropriate to cure any ambiguity or to
correct any defective or inconsistent provision or manifest mistake or error
herein contained; or (ii) that they may deem necessary or desirable and which
shall not adversely affect the interests of the holders of Warrant
Certificates; provided, however, that this Agreement shall not otherwise be
modified, supplemented or altered in any respect except with the consent in
writing of the Registered Holders of Warrant Certificates representing not
less than 50% of the Warrants then outstanding; and provided, further, that no
change in the number or nature of the securities purchasable upon the exercise
of any Warrant, or the Purchase Price therefor, or the acceleration of the
Warrant Expiration Date, shall be made without the consent in writing of the
Registered Holder of the Warrant Certificate representing such Warrant, other
than such changes as are specifically prescribed by this Agreement as
originally executed.


                                    - 12 -

<PAGE>



         Section 17. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
made when delivered or mailed first class registered or certified mail,
postage prepaid as follows: if to the Registered Holder of a Warrant
Certificate, at the address of such holder as shown on the registry books
maintained by the Warrant Agent; if to the Company, at P.O. Box 470, Ascutney,
VT 05030, Attention: President, with a copy to Gravel and Shea, 76 St. Paul
Street, Burlington, Vermont 05401, attention Peter S. Erly, Esq., or at such
other address as may have been furnished to the Warrant Agent in writing by
the Company; if to the Warrant Agent, at Continental Stock Transfer & Trust
Company, 2 Broadway, 19th Floor, New York, New York 10004.

         Section 18. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to principles of conflict of laws.

         Section 19. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Company and the Warrant Agent and their respective
successors and assigns, and the holders from time to time of the Warrant
Certificates. Nothing in this Agreement is intended or shall be construed to
confer upon any other person any right, remedy or claim, in equity or at law,
or to impose upon any other person any duty, liability or obligation.

         Section 20. Termination. This Agreement shall terminate at the close
of business on the Expiration Date of all the Warrants of such earlier date
upon which all warrants have been exercised, except that the Warrant Agent
shall account to the Company for cash held by it and the provisions of Section
15hereof shall survive such termination.

         Section 21. Counterparts. This Agreement may be executed in several
counterparts which taken together shall constitute a single document.

         IN WITNESS WHEREOF, the parties have executed or caused this
Agreement to be executed as of the _____ day of ______________, 1997.


                                       WORLDWIDE WIRELESS SYSTEMS, INC.


                                       By:___________________________________
                                                Duly Authorized Agent


                                       CONTINENTAL STOCK TRANSFER
                                       & TRUST COMPANY


                                       By:___________________________________
                                                Duly Authorized Agent


Countersigned:

Dated:________________________           CONTINENTAL STOCK TRANSFER
                                         & TRUST COMPANY


SEAL                                     By:___________________________________
                                                  Duly Authorized Agent


                                    - 13 -

<PAGE>


                                  Exhibit "A"

                      FORM OF FACE OF WARRANT CERTIFICATE


No.  _____                                            _______ (______) Warrants

                                                    VOID AFTER January 31, 2000

   
              CLASS A REDEEMABLE COMMON STOCK WARRANT CERTIFICATE
                        FOR PURCHASE OF COMMON STOCK OF
                       WORLDWIDE WIRELESS SYSTEMS, INC.
    

         This certifies that FOR VALUE RECEIVED or registered assigns
(the"Registered Holder") is the owner of the number of Redeemable Common Stock
purchase Warrants (the "Warrants") specified above. Each Warrant entitles the
Registered Holder to purchase, subject to the terms and conditions set forth
in this Certificate and the Warrant Agreement (as hereinafter defined), one
fully paid and nonassessable share of Common Stock, $.01 par value, of
Worldwide Wireless Systems, Inc., a Delaware corporation (the "Company"), at
any time between one year from __________ and the Expiration Date (as
hereinafter defined), upon the presentation and surrender of this Warrant
Certificate with the Subscription Form on the reverse hereof duly executed, at
the corporate office of Continental Stock Transfer & Trust Company as Warrant
Agent, or its successor (the "Warrant Agent"), accompanied by payment of
$_____ per share (the "Purchase Price") in lawful money of the United States
of America in cash or by official bank or certified check made payable to the
Warrant Agent.

         This Warrant Certificate and each Warrant represented hereby are
issued pursuant to and are subject in all respects to the terms and conditions
set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of
__________, 1997, by and among the Company and the Warrant Agent.

         In the event of certain events provided for in the Warrant Agreement,
the Purchase Price and the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.

         Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.

         The term "Expiration Date" shall mean 3:00 p.m. (New York, New York
time) on __________, 2002, or such earlier date as the Warrants shall be
redeemed. If such date shall in the State of New York be a holiday or a day on
which the banks are authorized to close, then the Expiration Date shall be
3:00 p.m. (New York, New York time) the next day which in the State of New
York is not a holiday nor a day in which banks are authorized to close.

         The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, with respect to such securities is effective. The
Company has covenanted and agreed that it will file a registration statement
and will use all reasonable efforts to cause the same to become effective and
to keep such registration statement current

                                                    

<PAGE>


while any of the Warrants are outstanding. This Warrant shall not be
exercisable by a Registered Holder in any state where such exercise would be
unlawful.

         This Warrant Certificate is exchangeable, upon the surrender hereof
by the Registered Holder at the corporate office of the Warrant Agent, for a
new warrant Certificate or Warrant Certificates of like tenor representing an
equal aggregate number of Warrants, each of such new Warrant Certificates to
represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon due presentment together with any
tax or other governmental charge imposed in connection therewith, for
registration or transfer of this Warrant Certificate at such office, a new
Warrant Certificate or Warrant Certificates representing an equal aggregate
number of Warrants will be issued to the transferee in exchange therefor,
subject to the limitations provided in the Warrant Agreement.

         Prior to the exercise of any Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.

         This Warrant may be redeemed at the option of the Company, at a
Redemption Price of $.10 per Warrant, provided that (a) the closing price of
the Company's Common Stock on the Nasdaq Small Cap Market as reported by the
National Quotation Bureau, Incorporated (or the last sale price, if quoted on
a national securities exchange) equals or exceeds $9.00 for at least 20
consecutive trading days ending on the fifteenth (15th) business day prior to
the date of the notice of redemption. Notice of redemption shall be given not
later than the thirtieth (30th) day before the date fixed for redemption, all
as provided in the Warrant Agreement. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to this
Warrant except to receive the $.10 per Warrant upon surrender of this
Certificate.

         Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.

         This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York.

         This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed, manually or in facsimile by two (2) of its officers
thereunto duly authorized and a facsimile of its corporate seal to be
imprinted hereon.

Dated: _______________________           WORLDWIDE WIRELESS SYSTEMS, INC.


SEAL                                     By:___________________________________
                                                  President


                                         By:___________________________________
                                                  Secretary



<PAGE>



                    FORM OF REVERSE OF WARRANT CERTIFICATE

                               SUBSCRIPTION FORM

                    To Be Executed by the Registered Holder
                         in Order to Exercise Warrants

  The undersigned Registered Holder hereby irrevocably elects to exercise
(_____) Warrants represented by this Warrant Certificate, and to purchase the
securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in the name of

           PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
 
                              ------------------
                              ------------------
                              ------------------
                              ------------------

                     please print or type name and address

                              and be delivered to

                              ------------------
                              ------------------
                              ------------------
                              ------------------

                     please print or type name and address

and if such number of Warrants shall not be all the Warrants evidenced by This
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.


Dated:________________________           ______________________________________
                                         Signature

                                         ----------------------
                                         Street Address

                                         ----------------------
                                         City, State and Zip Code

                                         ----------------------
                                         Taxpayer ID Number

                                         ----------------------
                                         Signature Guaranteed



 
<PAGE>


                                  ASSIGNMENT

                    To Be Executed by the Registered Holder
                          in Order to Assign Warrants

    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

           PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                              ------------------
                              ------------------
                              ------------------
                              ------------------

                     please print or type name and address

_____  (_____)  of  the  Warrants   represented   by  this   __________Warrant
Certificate, and hereby irrevocably constitutes and appoints ____________
Attorney to transfer This Warrant Certificate on the books of the Company,
with full power of substitution in the premises.


Dated:________________________            ______________________________________
                                          Signature Guaranteed


             THE SIGNATURE MUST BE GUARANTEED BY A MEDALLION BANK