RESOLUTIONS OF
THE BOARD OF DIRECTORS
OF WORLDWIDE WIRELESS NETWORKS, INC.
A special meeting of the Board of Directors of Worldwide Networks,
Inc., a Nevada corporation (the "Corporation"), was held on July 19, 2000. All
members of the Board of Directors were present.
RESOLVED, that the Board of Directors of the Corporation hereby
Authorize the issuance of 125,000 common restricted shares, of the
Corporation's common stock to Technology Equity Fund Corp., as an
isolated transaction, under exemption provided by Sections 3 and 4 of
the Securities Act of 1933 and applicable state exemptions. These shares
shall have piggy back registration rights for immediate registration on the
Corporation's next registration. Said stock is being issued for $250,000;
and
FURTHER RESOLVED, that the Corporation's transfer agent, Standard
Registrar & Transfer hereby authorized and directed to issue and
aggregate of 125,000 restricted shares of the Corporation's common stock
as follows:
Technology Equity Fund Corp. 125,000
1209 Orange Street
Wilmington, Delaware 19801
FURTHER RESOLVED, that the proper officers of the Corporation be, and
They hereby are, authorized and directed to do all other acts and to
Execute and deliver all documents as may be required, necessary or
appropriate in the opinion of legal counsel, to carry out the intent
of this resolution.
DATED this 19th day of July 2000.
------------------------
CHARLES C. BREAM
------------------------
JACK TORTORICE
------------------------
THOMAS J. ROTERT
[TYPE]EX-99.5 RESOULTION OF THE BOARD OF DIRECTORS OF WORLDWIDE
WIRELESS DATED OCTOBER 18, 2000 AUTHORIZING THE
AMENDMENT OF THE WARRANT AGREEMENT WITH COLUMBIA
FINANCIAL GROUP, INC. TO AMEND EXERCISE PRICE
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
WORLDWIDE WIRELESS NETWORKS, INC., A NEVADA CORPORATION
A special meeting of the Board of Directors of Worldwide
Wireless Networks, Inc., a Nevada corporation (the "Corporation"),
was held on October 18, 2000. All members of the Board of Directors
were present.
WHEREAS, the Board of Directors of the Corporation have
elected to amend the exercise price of the warrants issued to
Columbia Financial Group, Inc., under the agreement dated June 1,
2000, for 400,000 warrants and the agreement dated July 12, 2000 for
600,000 warrants, (collectively the "Warrant Agreements") due to
market conditions and the current price of the Corporation's common
shares:
THEREFORE, BE IT RESOLVED, that the Corporation shall
amend the Warrant Agreements to change the exercise price to a price
of $1.10 per share with said amendments to be effective immediately;
and
FURTHER RESOLVED, that the shares issued subject to the
Warrant Agreements shall be added to the Corporation's Form SB-2
Registration Statement presently on file with the Securities and
Exchange Commission which Registration Statement shall be amended as
necessary to effect this resolution; and
FURTHER RESOLVED, that the proper officer of the Corporation
be, and they hereby are, authorized and directed to do all other
acts and to execute and deliver all documents as may be required,
necessary or appropriate in the opinion of legal counsel to carry
out the intent of this resolution.
DATED this 18th day of October, 2000
/s/
Jack Tortorice
/s/
Thomas J. Rotert, Esq.
ITEM 28: UNDERTAKINGS
The undersigned registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to: (i) reflect any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) include in
the prospectus any facts or events which, individually or together, represent a
fundamental change in the information in the registration statement; and (iii)
include any additional or changed material on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of Worldwide Wireless
pursuant to the above mentioned provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission this
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
these liabilities (other than the payment by us of expenses incurred or paid by
a director, officer or controlling person of Worldwide Wireless in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether this indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of this
issue.
(4) The undersigned registrant undertakes to supplement the prospectus, after
the end of the subscription period, to include the results of the subscription
offer, the transactions by the underwriters during the subscription period, the
amount of unsubscribed securities that the underwriters will purchase and the
terms of any later reoffering. If the underwriters make any public offering of
the securities on terms different from those on the cover page of the
prospectus, we will file a post-effective amendment to state the terms of this
offering.
ITEM 28: UNDERTAKINGS
The undersigned registrant will:
(1) File, during any period in which it offers or sells securities, a
post-
effective amendment to this registration statement to:
(i) Include any prospectus required by section (10)(a)(3) of the
Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on the plan
of
distribution.
(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from registration any of
the
securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities
Act may be permitted to directors, officers and controlling persons of
Worldwide Wireless pursuant to the above mentioned provisions, or otherwise,
we have been advised that in the opinion of the Securities and Exchange
Commission this indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
(5) In the event that a claim for indemnification against these
liabilities (other than the payment by us of expenses incurred or paid by
a director, officer or controlling person of Worldwide Wireless in the
successful defense of any action, suit or proceeding) is asserted by a
director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appro-
priate jurisdiction the question whether this indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of this issue.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Worldwide Wireless Networks, Inc.
- ------------------------------------
(Registrant)
By: _________________________________
/S/ Jack Tortorice, Chief Executive Officer
Date: November 20, 2000
In accordance with the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Registrant, in the capacities
and on the date indicated.
Signature Title Date
________________ Director and Chief Executive November 20, 2000
Officer
/S/ Jack Tortorice
_______________ Chief Financial Officer and
Principal Accounting Officer November 20, 2000
/S/ Jerry Collazo
_______________ Director November 20, 2000
/S/ Thomas Rotert, Esq.
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CONSENT OF FELDHAKE, AUGUST & ROQUEMORE, LLP
We hereby consent to the use of our legal opinion dated October 5, 2000,
in this registration statement on Form SB-2/A for Worldwide Wireless Networks,
Inc.
Feldhake, August & Roquemore
/s/ Kenneth S. August
-------------------
Kenneth S. August, Esq.
Irvine, California
October 5, 2000
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