Annex A
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Warrant Term Sheet
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Issuer: ABBA Wireless
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Number of Warrants: 83,496.546
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Exercise Terms: The Warrants shall be exercisable at any time from
the date of issuance through the Expiration Date.
Prior to the Spin-off, each Warrant shall be
exercisable into one newly issued share of New
ABBA-W Tracking Stock; provided that, in the event
of any transfer of the Warrants prior to the
Spin-off as permitted below, each Warrant shall
automatically become exercisable only for the number
of shares of Current ABBA-W Tracking Stock into
which the New ABBA-W Tracking stock previously
issuable upon exercise of the transferred Warrant
was convertible (with the exercise price under the
transferred Warrants adjusted as set forth below
under "Exercise Price"); and provided, further,
that, in the event Dylan elects to convert its
shares of New ABBA-W Tracking Stock into Current
ABBA-W Tracking Stock, each Warrant then held by
Dylan shall automatically become exercisable only
for the number of shares of Current ABBA-W Tracking
Stock into which the New ABBA-W Tracking stock
previously issuable upon exercise of the such
Warrant was convertible (with the exercise price
under such Warrants adjusted as set forth below
under "Exercise Price").
Upon the Spin-off, each then outstanding Warrant
shall automatically be exchanged for Warrants to
purchase a number of shares of ABBA-W Common Stock
equal to the number of shares of Current ABBA-W
Tracking Stock into which the New ABBA-W Tracking
stock previously issuable upon exercise of the
Warrant was previously convertible, assuming a
one-for-one exchange rate in the Spin-off. (In the
event the exchange rate in the Spin-off is other
than one-for-one, the number of new Warrants and/or
the number of shares of ABBA-W Common Stock
purchasable under each new Warrant will be adjusted
appropriately.) The exercise price under the new
Warrants will be adjusted as set forth below under
"Exercise Price."
The Warrants shall be exercisable in whole or in
part at the holder's option, and will be subject to
customary anti-dilution
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adjustments. Such anti-dilution adjustments will
include an adjustment so that, in the event the
shares of Current ABBA-W Tracking Stock or ABBA-W
Common Stock for which the Warrants are exercisable
are converted into other securities or consideration,
the Warrants will thereafter be exercisable for an
amount of such securities or consideration that would
have been received by the holder of the number of
shares of Current ABBA-W Tracking Stock or ABBA-W
Common Stock for which the Warrants were previously
exercisable (with the exercise price adjusted
appropriately) and the Warrants will otherwise retain
the same terms and conditions as were previously in
effect.
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ABBA and ABBA-W Covenants: ABBA or ABBA-W, as the case may be, will agree to
keep available and reserve for issuance (and ABBA
will deliver to ABBA-W as required) such number of
shares of New ABBA-W Tracking Stock, Current ABBA-W
Tracking Stock and/or ABBA-W Common Stock as are
required to provide for the exercise of the Warrants
(and for the conversion of New ABBA-W Tracking Stock
issuable upon exercise of the Warrants into Current
ABBA-W Tracking Stock).
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Exercise Price: $17,500.00 in cash per share of New ABBA-W Tracking
Stock or $35.00 in cash per share of Current ABBA-W
Tracking Stock, in each case prior to the Spin-off,
or $35.00 in cash per share of ABBA-W Common Stock
after the Spin-off (assuming a one-for-one exchange
rate between Current ABBA-W Tracking Stock and
ABBA-W Common Stock in the Spin-off, with
appropriate adjustment if the exchange rate is other
than one-for-one), subject to customary
anti-dilution adjustments.
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Expiration Date: 5th anniversary of the date of issuance, unless
redeemed or repurchased earlier.
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Transferability: The Warrants shall not be transferable for a period
of 18 months following issuance, except upon the
occurrence of one of the events set forth in clause
(1) or (2) of paragraph 22 of the investment term
sheet to which this Annex is attached. Thereafter,
the Warrants shall be transferable in whole or in up
to, but no more than, three blocks in a private
placement but not in a public offering, provided
that the Warrants will not be divided into more than
three blocks in the aggregate over the life of the
Warrants (and such limitation shall travel with the
Warrants). Any transfer of the Warrants will be
subject to the
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restrictions set forth in the second paragraph of
paragraph 22 of the investment term sheet, which test
will be applied as if the transferee had fully
exercised the transferred Warrants.
A transferee of Warrants shall not receive any of
Dylan's rights under the investment term sheet
except for registration rights as and to the extent
provided for in the last sentence of the first
paragraph of paragraph 22 of the investment term
sheet.
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Registration Rights: The Warrants and the shares of New ABBA-W Tracking
Stock issuable upon exercise of the Warrants shall
not be registrable. The shares of Current ABBA-W
Tracking Stock into which shares of New ABBA-W
Tracking Stock issuable upon exercise of the
Warrants may be converted (prior to the Spin-off)
and the ABBA-W Common Stock issuable upon exercise
of the Warrants (after the Spin-off) shall be
eligible for inclusion in registrations and sales
pursuant to and in accordance with the registration
rights set forth in the investment term sheet,
provided that the foregoing shall not alter or
enlarge ABBA or ABBA-W's aggregate registration
obligations thereunder.
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Repurchase and Redemption: The Warrants shall be subject to repurchase
obligations and redemption as set forth in
investment term sheet. Such provisions shall apply
only to Warrants continued to be held by Dylan and
its subsidiaries and not to any transferred
Warrants.
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