EXHIBIT 10.6
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THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FOR NONPUBLIC OFFERINGS
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, THESE SECURITIES MAY NOT
BE RESOLD OR OTHERWISE DISPOSED OF UNLESS, IN THE OPINION OF COUNSEL FOR OR
SATISFACTORY TO THE ISSUER, REGISTRATION UNDER THE APPLICABLE FEDERAL OR STATE
SECURITIES LAWS IS NOT REQUIRED OR COMPLIANCE IS MADE WITH SUCH REGISTRATION
REQUIREMENTS.
VOID AFTER 5:00 P.M. NEW YORK TIME, ON MARCH 6, 2002
WARRANT TO PURCHASE 402,500 SHARES OF CLASS A COMMON STOCK
OF
SBA COMMUNICATIONS CORPORATION
This is to certify that, FOR VALUE RECEIVED, ALEX. BROWN & SONS
INCORPORATED or its registered assigns pursuant to Section (d) hereof
("Holder"), is entitled to purchase, subject to the provisions of this Warrant,
from SBA Communications Corporation, a Florida corporation (the "Company"),
402,500 fully paid, validly issued and nonassessable shares of Class A Common
Stock, par value $.01 per share, of the Company ("Class A Common Stock"), at the
exercise price of $3.726708075 per share, subject to adjustment, until March 6,
2002. The number of shares of Class A Common Stock to be received upon the
exercise of this Warrant and the price to be paid for each share of Class A
Common Stock may be adjusted from time to time as contained in Section (h)
hereof. The shares of Class A Common Stock deliverable upon such exercise, and
as adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares," and the exercise price of a share of Class A Common Stock, as adjusted
from time to time, is hereinafter sometimes referred to as the "Exercise Price."
(a) EXERCISE OF WARRANT; NOTIFICATION OF EXPIRATION DATE OF WARRANT.
The Warrant may be exercised as to a minimum of 100 Warrant Shares at any time
or from time to time, until 5:00 P.M. New York time on March 6, 2002 (the
"Expiration Date"), provided, however, that if such day is a day on which
banking institutions in the State of New York are authorized by law to close,
then on the next succeeding day which shall not be such a day. The Warrant may
be exercised by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Purchase Form annexed hereto duly executed (with signature guaranteed if
required by the Company or its stock transfer agent) and accompanied by payment
of the Exercise Price for the number of Warrant Shares specified in such form
and any applicable taxes. The purchase price for any Warrant Shares purchased
pursuant to the exercise of this Warrant shall be paid in full upon such
exercise in cash or by certified or bank check or pursuant to a cashless
exercise procedure whereby the Warrant Shares issued upon exercise of this
Warrant will be sold with Holder receiving the difference between the Exercise
Price and the sale price, in cash, and the Company receiving the Exercise Price
for the Warrant Shares, in cash, or any
combination of the foregoing methods of paying the Exercise Price. As soon as
practicable after each such exercise of the Warrants, but not later than seven
(7) business days from the date of such exercise, the Company shall issue and
deliver to the Holder a certificate or certificates for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or the
Holder's designee, except in the case of a cashless exercise. If the Warrant
should be exercised in part only, the Company shall, upon surrender of the
Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the Warrant Shares
purchasable thereunder. In the event of a cash exercise, upon receipt by the
Company of the Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise, together with the exercise
price thereof and taxes as aforesaid in cash or certified or bank check and the
investment letter described below, the Holder shall be deemed to be the holder
of record of the shares of Class A Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Class A Common Stock
shall not then be physically delivered to the Holder. In order to assure the
availability of an exemption from registration under the federal or applicable
state securities laws, the Company may condition the exercise of the Warrant
upon the Holder delivering to the Company an investment letter in the form as
customarily used by the Company from time to time in connection with the
exercise of non-registered options and warrants which are issued by the Company.
It is further understood that certificates for the Warrant Shares, if any, to be
issued upon exercise of the Warrant may contain a restrictive legend in
accordance with Section (g) hereof.
Notwithstanding anything herein to the contrary, the Company shall mail
to the Holder, by certified mail, return receipt requested, notice of the
Expiration Date of the Warrants, no later than 60 days prior to the Expiration
Date. To the extent the Company shall fail to send the required notice at the
time and in the manner set forth in the preceding sentence, the Expiration Date
of the Warrants shall be extended to a date 60 days following the date that a
written notice of the Expiration Date of the Warrants from the Company is
received by the Holder.
(b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Class A Common Stock as shall be required for issuance and delivery upon
exercise of the Warrants. If the Class A Common Stock is or becomes listed on
any national securities exchange or the Nasdaq National Market, the Company
shall also list such shares on such exchange subject to notice of issuance or
maintain the listing of its Class A Common Stock on the Nasdaq system, as the
case may be.
(c) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of the Warrant. 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 a share, determined as follows:
(1) If the Class A 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 market value shall be the last reported sale price of the Class
A Common Stock on such exchange or system on the last business day
prior to the date of
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exercise of this Warrant or if no such sale is made on such day, the
average closing bid and asked prices for such day on such exchange or
system;
(2) If the Class A Common Stock is not so listed or admitted
to unlisted trading privileges, the current market 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 this Warrant; or
(3) If the Class A Common Stock is not so listed or admitted
to unlisted trading privileges and bid and asked prices are not so
reported, the current market value shall be an amount, not less than
the book value thereof as at the end of the most recent fiscal year of
the Company ending prior to the date of the exercise of the Warrant,
determined in such reasonable manner as may be prescribed by the Board
of Directors of the Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. The Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
Holder thereof to purchase in the aggregate the same number of shares of Class A
Common Stock purchasable hereunder. Subject to Section (g) hereof, the Holder
may transfer or assign the Warrant, in whole or in part and from time to time.
Upon surrender of this Warrant to the Company at its principal office or at the
office of its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed (with signature guaranteed, if required by the Company or
its stock transfer agent) and funds sufficient to pay any transfer tax, the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee or assignees named in such instrument of assignment and this
Warrant shall promptly be canceled. This Warrant may be divided by or combined
with other Warrants which carry the same rights upon presentation hereof at the
principal office of the Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and denominations in
which new Warrants are to be issued and signed by the Holder hereof. The term
"Warrant" as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and in the case
of loss, theft or destruction, of reasonable satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor, date and amount.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.
(f) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the common stock of the Company, or (ii) if the Company shall offer to the
holders of common stock for subscription or purchase by them any shares of any
class or any other rights, or (iii) if any capital
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reorganization of the Company, reclassification of the capital stock of the
Company, consolidation or merger of the Company with or into another
corporation, sale, lease or transfer of all or substantially all of the property
and assets of the Company to another corporation, or voluntary or involuntary
dissolution, liquidation or winding up of the Company shall be effected, then in
any such case, the Company shall cause to be mailed by certified mail to the
Holder or any holder of a Warrant executed and/or delivered pursuant to Section
(a) or Section (d), at least 15 days prior to the date specified in (x) or (y)
below, as the case may be, a notice containing a brief description of the
proposed action and stating the date on which (x) a record is to be taken for
the purpose of such dividend, distribution or rights, or (y) such
reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any is
to be fixed, as of which the holders of common stock or other securities shall
receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.
(g) SECURITIES LAW COMPLIANCE.
(1) The Holder of the Warrant, by acceptance hereof,
acknowledges that the Warrant and the shares of Class A Common Stock to
be issued upon exercise hereof or conversion thereof are being acquired
solely for the Holder's own account and not as a nominee for any other
party, and for investment, and that the Holder will not offer, sell,
transfer, assign or otherwise dispose of this Warrant or any shares of
Class A Common Stock to be issued upon exercise hereof or conversion
thereof except under circumstances that will not result in a violation
of the Act or any state securities laws. Upon exercise of the Warrant,
the Holder shall, if requested by the Company, confirm in writing, in a
form satisfactory to the Company, that the shares of Class A Common
Stock so purchased are being acquired solely for the Holder's own
account and not as a nominee for any other party, for investment, and
not with a view toward distribution or resale.
(2) If appropriate, the Warrant and any Warrants issued upon
exercise or substitution or upon assignment or transfer pursuant to
Section (a) or Section (d), as the case may be, and all shares of Class
A Common Stock issued upon exercise hereof or conversion thereof shall
be stamped or imprinted with legends setting forth the restrictions on
transfer arising under applicable federal and state securities laws.
(h) ADJUSTMENTS TO EXERCISE PRICE.
(i) Subdivision, Combination or Reclassification of Class A
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Common Stock.
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(A) If the Company shall effect a subdivision of its shares
of Common Stock into a greater number of such shares
or a combination of such shares into a lesser number
of shares, whether by forward or reverse stock split,
stock dividend (payable in shares of Common Stock) or
otherwise, the Exercise Price shall be proportionally
increased or
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reduced, as the case may be, to reflect the effectuation of such
subdivision or combination.
(B) If the Company shall effect a capital reorganization or
reclassification of the Common Stock or any distribution by the
Company to holders of Class A Common Stock, whether in the form
of stock, debt securities, or other assets or property of the
Company, (each, an "Adjustment Event"), then, as a condition of
such Adjustment Event, lawful and adequate provision shall be
made whereby the holders of the Warrant shall thereafter have the
right to acquire and receive such shares of stock, securities,
assets or property as would have been issuable or payable as a
result of such Adjustment Event with respect to or in exchange
for such number of outstanding shares of the Class A Common Stock
as would have been received as if such Warrant were exercised
immediately prior to the consummation of such Adjustment Event.
(C) In the event that an Adjustment Event shall occur by means of a
merger, consolidation, combination, share exchange, or sale or
lease of all or substantially all the assets of the Company, then
as a condition of such Adjustment Event, lawful and adequate
provision shall be made whereby the holders of the Warrant shall
thereafter have the rights to acquire and receive upon exercise
of their Warrant, such shares of stock, securities or assets as
would have been issuable or payable as part of such Adjustment
Event with respect to or in exchange for such number of
outstanding shares of the Class A Common Stock as would have been
received upon exercise of the Warrant (in all instances)
immediately before such Adjustment Event, and in any such case
appropriate provisions shall be made with respect to the rights
and interests of the holders of the Warrant such that the
provisions hereof (including without limitation provisions for
adjustments of the Exercise Price and of the number of shares of
Class A Common Stock acquirable and receivable upon the exercise
of the Warrant) shall thereafter be applicable, in relation to
any shares of stock, securities or assets thereafter deliverable
upon the conversion of the Warrant (including an immediate
adjustment, by reason of such Adjustment Event of the Warrant to
the value for the Class A Common Stock reflected by the terms of
such Adjustment Event if the value so reflected is less than the
Exercise Price in effect immediately prior to such Adjustment
Event). In the event of an Adjustment Event as a result of which
a number of shares of Common Stock of the surviving or purchasing
Company is greater or lesser than the number of shares of Common
Stock of the Company outstanding immediately prior to such
Adjustment Event, then the
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Exercise Price in effect immediately prior to such Adjustment
Event shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Class A
Common Stock of the Company. The Company will not effect any such
Adjustment Event unless prior to the consummation thereof the
successor corporation (if other than the Company) resulting from
such consolidation or merger or the purchase or lease of such
assets shall assume by written instrument mailed or delivered to
the holders of the Warrant at the last address of each such
holder appearing on the books of the Company, the obligation to
deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such
holder may be entitled.
(ii) Issuance of Common Stock. Except as provided herein, if and whenever the
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Company shall issue or sell, or shall be deemed to have issued or sold,
any shares of its Class A Common Stock, or options, warrants or other
rights to purchase Class A Common Stock or securities convertible into
Class A Common Stock, for a consideration per share less than the
Exercise Price in effect immediately prior to the time of such issuance
or sale, then forthwith upon such issuance or sale, the Exercise Price
shall, subject to subparagraphs (A) to (F) of Paragraph (h)(iii), be
reduced to:
(A) For issuances or sales on or before 18 months after the date of
the issuance of this Warrant, the Exercise Price shall equal such
issuance or sale price.
(B) For issuances or sales after 18 months from the date of the issuance
of this Warrant, the Exercise Price shall be determined by
multiplying the Exercise Price in effect immediately prior to such
issuance or sale by a fraction; the numerator of which shall be (1)
the number of shares of Class A Common Stock outstanding immediately
prior to the issuance of such additional shares of Class A Common
Stock, plus (2) the number of shares of Class A Common Stock which
the net aggregate consideration, if any, received by the Company for
the total number of such additional shares of Class A Common Stock
so issued would purchase at the Exercise Price in effect immediately
prior to such issuance, and; the denominator of which shall be (1)
the number of shares of Class A Common Stock outstanding immediately
prior to the issuance of such additional shares of Class A Common
Stock plus (2) the number of such additional shares of Class A
Common Stock so issued.
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(iii) For purposes of determining the adjusted Exercise Price under Paragraph
(h)(ii)(A) and (B), the following subsections (A) to (F), inclusive,
shall be applicable:
(A) Issuance of Rights or Options. Except as provided Paragraph
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(h)(iv), in case at any time the Company shall in any manner
grant (whether directly or by assumption in a merger or
otherwise) any rights to subscribe for or to purchase, or any
options for the purchase of, Class A Common Stock or any stock or
other securities convertible into or exchangeable for Class A
Common Stock (such rights or options being herein called
"Options" and such convertible or exchangeable stock or
securities being herein called "Convertible Securities") whether
or not such Options or the right to convert or exchange any such
Convertible Securities are immediately exercisable, and the price
per share for which such Class A Common Stock is issuable upon
the exercise of such Options or upon conversion or exchange of
such Convertible Securities (determined by dividing (x) the total
amount, if any, received or receivable by the Company as
consideration for the granting of such Options, plus the minimum
aggregate amount of additional consideration payable to the
Company upon the exercise of all such Options, plus, in the case
of such Options which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any,
payable upon the issue or sale of such Convertible Securities and
upon the conversion or exchange thereof, by (y) the total maximum
number of shares of Class A Common Stock issuable upon the
exercise of such Options) shall be less than the Exercise Price
in effect immediately prior to the time of the granting of such
Option, then the total maximum number of shares of Class A Common
Stock issuable upon the exercise of such Options or upon
conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options
shall (as of the date of granting of such Options) be deemed to
be outstanding and to have been issued by the Company for such
price per share. No adjustment of the Exercise Price shall be
made upon the actual issuance of such Convertible Securities
except as otherwise provided in subsection (C) below.
(B) Issuance of Convertible Securities. In case the Company shall in
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any manner issue (whether directly or by assumption in a merger
or otherwise) or sell any Convertible Securities, whether or not
the rights to exchange or convert thereunder are immediately
exercisable, and the price per share for which such Class A
Common Stock is issuable upon such conversion or exchange
(determined by dividing (x) the total amount received or
receivable by the Company as
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consideration for the issuance or sale of such Convertible
Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion
or exchange thereof, by (y) the total maximum number of shares of
Class A Common Stock issuable upon the conversion or exchange of
all such Convertible Securities) shall be less than the Exercise
Price in effect immediately prior to the time of such issuance or
sale, then the total maximum number of all such Convertible
Securities shall (as of the date of the issue or sale of such
Convertible Securities) be deemed to be outstanding and to have
been issued and sold by the Company for such price per share,
provided that, except as otherwise specified in subsection (C)
below, no adjustment of the Exercise Price shall be made upon the
actual issue of such Class A Common Stock upon exercise of any
Options for which adjustments of the Exercise Price have been or
are to be made pursuant to other provisions of this Paragraph (h)
and no further adjustment of the Exercise Price shall be made by
reason of such issuance or sale.
(C) Change in Option Price or Conversion Rate. If the purchase price
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provided for in any Option referred to in subparagraph (A), the
additional consideration, if any, payable upon the conversion or
exchange of any Convertible Securities referred to in
subparagraphs (A) or (B), or the rate at which any Convertible
Securities referred to in subparagraphs (A) or (B) are
convertible into or exchangeable for Class A Common Stock, shall
change at any time (other than under or by reason of provisions
designed to protect against dilution of the type set forth in
paragraph (h), the Exercise Price in effect at the time of such
change shall forthwith be readjusted to the Exercise Price which
would have been in effect at such time had such Options or
Convertible Securities still outstanding provided for such
changed purchase price, additional consideration, or conversion
rate, as the case may be, at the time initially granted, issued
or sold. If the purchase price provided for in any Option
referred to in subsection (A), or the rate at which any
Convertible Securities referred to in subparagraphs (A) or (B)
are convertible into or exchangeable for Class A Common Stock,
shall be reduced at any time under or by reason or provisions
with respect thereto designed to protect against dilution, then
in case of the delivery of Class A Common Stock upon the exercise
of any such Option or upon conversion or exchange of any such
Convertible Security, the Exercise Price then in effect hereunder
shall forthwith be adjusted to such respective amount as would
have been obtained had such Option or Convertible Security never
been issued as to such Class A Common Stock and had adjustments
been made upon the issuance of the shares of Class A
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Common Stock delivered as aforesaid, but only if as a result of
such adjustment the Exercise Price then in effect hereunder is
hereby reduced.
(D) Treatment of Expired Options and Unexercised Convertible
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Securities. On the expiration of any Option or the termination of
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any right to convert or exchange any Convertible Securities, the
Exercise Price then in effect hereunder shall forthwith be
increased to the Exercise Price which would have been in effect
at the time of such expiration or termination had such Option or
Convertible Securities, to the extent outstanding immediately
prior to such expiration or termination, never been issued.
(E) Adjustment of Number of Shares. Upon each adjustment in the
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Exercise Price, the number of shares of Class A Common Stock
purchasable hereunder shall be adjusted, to the nearest whole
share, to the product obtained by multiplying the number of
shares purchasable immediately prior to such adjustment in the
Exercise Price by a fraction, the numerator of which shall be the
Exercise Price immediately prior to such adjustment and the
denominator of which shall be the Exercise Price immediately
thereafter.
(F) Integral Transaction. In case any Options shall be issued in
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connection with the issue or sale of other securities of the
Company, together comprising one integral transaction in which no
specific consideration is allocated to such Options by the
parties thereto, such Options shall be deemed to have been issued
without consideration.
(G) Consideration for Stock. In case any shares of Class A Common
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Stock, Options or Convertible Securities shall be issued or sold
or deemed to have been issued or sold for cash, the consideration
received therefor shall be deemed to be the amount received by
the Company therefor. In case any shares of Class A Common Stock,
Options, or Convertible Securities shall be issued or sold for a
consideration other than cash, the amount of the consideration
other than cash received by the Company shall be the fair value
of such consideration. In case any shares of Class A Common
Stock, Options, or Convertible Securities shall be issued in
connection with any merger in which the Company is the surviving
corporation, the amount of consideration therefor shall be deemed
to be the fair value of such portion of the net assets and
business of the non-surviving corporation as shall be
attributable to such Class A Common Stock, Options, or
Convertible Securities, as the case may be. In the event of any
consolidation or merger of the Company in which the
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Company is not the surviving corporation, or, in the event of any
sale of all or substantially all of the assets of the Company for
stock or other securities of any corporation, this subsection
shall be applied in the same manner as if the Company had been
the surviving corporation in such consolidation or merger, or the
purchasing corporation in such sale of assets; and for purposes
of this sentence the Company shall be deemed:
(1) to have issued and sold a number of shares of its Class A
Common Stock, Options, or Convertible Securities equal to
the sum of (x) the number of shares of the Company's Class A
Common Stock actually outstanding, (y) the number of shares
of the Company's Class A Common Stock acquirable upon the
exercise of all outstanding Options, and (z) the number of
shares of the Company's Class A Common Stock acquirable upon
conversion of all outstanding Convertible Securities, which
those persons who were security holders of the surviving
corporation immediately before the consummation of the
transaction would have received in exchange for the common
stock, options, and convertible securities of the surviving
corporation held by them immediately after consummation of
the transaction, based on the exchange ratio on which the
transaction was consummated (i.e., the inverse of the ratio
pursuant to which the Company's Class A Common Stock were
exchangeable into the surviving corporation's securities)
and assuming that Company had been the surviving
corporation; and
(2) to have received in exchange therefor a consideration equal
to the fair market value (immediately before the
consummation of such transaction) of the assets (less the
liabilities) of the surviving corporation; and if the
application of this sentence results in adjustment of the
Exercise Price, then the determination of the Exercise Price
immediately prior to such merger, consolidation, or sale
shall be made after giving effect to the adjustment set
forth herein. If the stock of the surviving or purchasing
corporation in such a transaction is publicly traded, the
market value of such corporation's outstanding stock
immediately before consummation of the exchange shall be
presumptive evidence of the fair market value of its assets
(less liabilities).
(iv) Notwithstanding anything in Paragraph (h) to the contrary, no
adjustment shall be made to the Exercise Price upon (w) the issuance
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of any shares of Class A Common Stock, options or Convertible
Securities in connection with an acquisition by the Company or a
merger in which the Company is the surviving corporation,
calculated on a fully diluted basis and further provided such
issuance is to the sellers of the acquired entity or assets or
security of the merged entity and is made for fair value and the
Board of Directors of the Company determines that the acquisition
or merger is in the best interests of the Company and its
stockholders; (x) the issuance of any shares of Class A Common
Stock upon conversion of any shares of the Company's Series A
Preferred Stock; (y) the issuance of Class A Common Stock upon the
exercise of any options, warrants or other rights to purchase
Class A Common Stock outstanding on the date of the first issuance
of the Company's Series A Preferred Stock, including this Warrant
or (z) the future issuance of Class A Common Stock or warrants,
options or rights to purchase such Class A Common Stock to
employees, consultants, directors or vendors directly or pursuant
to plans approved by the Board of Directors so long as such
options are granted at fair market value.
(i) AMENDMENTS. Neither the Warrant nor any term hereof may be changed,
waived, discharged or terminated without the prior written consent of the
Holder.
(j) NO IMPAIRMENT. The Company will not avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of any
Holder.
(k) GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the State of Florida.
(l) NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by first class mail, postage
prepaid, addressed (a) if to the Holder, to Alex. Brown & Sons Incorporated, One
South Street, Baltimore, Maryland 21202, Attention: Donald D. Notman, Jr., or
(b) if to the Company, to or at such other address as to the Company shall have
furnished to the Holder in writing.
IN WITNESS WHEREOF, SBA Communications Corporation has caused this Warrant
to be executed by its officer hereunto duly authorized.
Dated: March 6, 1997 SBA Communications Corporation
By: /s/ Steven E. Bernstein
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Name: Steven E. Bernstein
Title: President
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PURCHASE FORM
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Dated____________, 19_
The undersigned hereby irrevocably elects to exercise its rights
pursuant to this Warrant to the extent of purchasing ________ shares of Class A
Common Stock of SBA Communications Corporation, and hereby makes payment of
$_________, in cash, in payment of the exercise price thereof.
[The undersigned hereby irrevocably elects to exercise its rights
pursuant to this Warrant to the extent of purchasing shares of Class A Common
Stock and hereby authorizes you to deliver such shares of Class A Common Stock
for sale to , and to retain from the proceeds of such sale $ , in cash, in
payment of the exercise price thereof and to remit to the undersigned the
balance of such proceeds.]
INSTRUCTIONS FOR ISSUANCE OF STOCK
Name________________________________________________________________
(Please typewrite or print in block letters)
Address______________________________________________________________
Signature_____________________________________________________________
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ASSIGNMENT FORM
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FOR VALUE RECEIVED, hereby sells, assigns and transfers unto
Name_____________________________________________________________________
(Please typewrite or print in block letters)
Address__________________________________________________________________
the right to purchase Class A Common Stock of SBA Communications Corporation
(the "Company"), represented by this Warrant to the extent of ___________ shares
as to which such right is exercisable and does hereby irrevocably constitute and
appoint ______________ as Attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.
Date _________, 1997
Signature ________________________
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