Exhibit 4.5
THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THE WARRANT AGREEMENT (AS HEREINAFTER DEFINED), A COPY
OF WHICH WILL BE MADE AVAILABLE BY THE ISSUER UPON REQUEST. THE TRANSFER OR
EXCHANGE OF THESE WARRANTS MUST BE REGISTERED IN ACCORDANCE WITH THE WARRANT
AGREEMENT.
VOID AT 5:00 P.M., NEW YORK CITY TIME
ON SEPTEMBER 1, 2001
No. W- __________ WARRANTS
[Logo]
Arch Wireless, Inc.
CUSIP 039392 11 3
THIS CERTIFIES THAT for value received,
Registered Holder:
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the entity set forth above, or its registered assigns (the which Warrant Agreement reference is hereby made for a full
"Holder"), is the owner of the number of Warrants set forth above description of the rights, limitation of rights, obligations,
that initially entitle it to purchase from Arch Wireless, Inc., and duties hereunder of the Company and the Holder. A copy of
f/k/a Arch Communications Group, Inc., a Delaware corporation (the the Warrant Agreement will be made available to the Holders by
"Company"), at any time and from time to time prior to 5:00 p.m., the Company upon request of the Holders.
New York City time, on September 1, 2001 (the "Expiration Date"),
a like number of fully paid and nonassessable shares of the Common Subject to the provisions set forth in the Warrant
Stock, par value $.01 per share, of the Company (the "Common Agreement or in this Certificate, this Warrant Certificate,
Stock") at an initial purchase price of $3.01 per share (the with or without other Warrant Certificates, may be transferred,
"Warrant Price"), subject to adjustment as provided in the Warrant split up, combined or exchanged for another Warrant Certificate
Agreement. No Warrant may be exercised at or after 5:00 p.m., New or Warrant Certificates, entitling the Holder to purchase a
York City time, on the Expiration Date, and to the extent not like aggregate number of Warrant Shares as the Warrant
exercised by such time, such Warrant shall become void. The Certificate or Warrant Certificates surrendered entitled such
shares of Common Stock purchasable upon exercise of the Warrants Holder (or former Holder in the case of a transfer) to
are hereinafter referred to as the "Warrant Shares." On the terms purchase, upon presentation and surrender hereof at the
and subject to the conditions set forth in the Warrant Agreement, principal office of the Warrant Agent designated for such
the Warrants may be exercised by surrendering to the Warrant Agent purpose, with the Form of Assignment (if appropriate) and the
(as hereinafter defined) this Warrant Certificate, with the Form related Certificate duly executed.
of Exercise Notice on the reverse side hereof duly executed,
together with cash, a certified or bank cashier's check payable to The Company will not be required to issue fractional
the order of the Company, or a wire transfer of immediately Warrant Shares or other fractional interests in securities upon
available funds to an account designated by the Warrant Agent, in the exercise of any Warrants evidenced by this Warrant
each case in an amount of lawful currency of the United States of Certificate, but in lieu thereof a cash payment will be made,
America equal to the product of (a) the number of Warrant Shares as provided in the Warrant Agreement.
purchasable upon the exercise of the Warrants designated for
exercise in the Form of Exercise Notice and (b) the Warrant Price. Nothing contained in the Warrant Agreement or in this
Warrant Certificate will be construed as conferring upon the
The number and kind of Warrant Shares that may be Holder of this Warrant Certificate the right to vote, or to
purchased upon exercise of the Warrants evidenced by this Warrant receive dividends, or to consent or (except as provided in the
Certificate are the number as of the date of the original Warrant Agreement) to receive notice in respect of any meeting
issue of such Warrants, based on the shares of Common Stock of the of stockholders for the election of directors of the Company or
Company as constituted at such date. As provided in the any other matter, or any rights whatsoever as a stockholder of
Warrant Agreement, the Warrant Price and the number and kind of the Company.
Warrant Shares purchasable upon exercise of the Warrants are
subject to adjustment. This Warrant Certificate will not be valid or
This Warrant Certificate and the Warrants it represents obligatory for any purpose until it has been countersigned by
are subject to, and entitled to the benefits of, all of the terms, the Warrant Agent. This Warrant Certificate will be governed
provisions, and conditions of the Warrant Agreement, dated as of and construed in accordance with the laws of the State of New
June 3, 1999 (the "Warrant Agreement"), by and between the York, without regard to conflicts of law principles thereof.
Company and Fleet National Bank, a National banking association
(the "Warrant Agent"), which Warrant Agreement is hereby IN WITNESS WHEREOF, the Company has caused this Warrant
incorporated herein by reference and made a part hereof and to Certificate to be duly executed, manually or in facsimile by
two of its officers thereunto duly authorized and a facsimile
of its corporate seal to be imprinted hereon.
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ARCH WIRELESS, INC.
Dated:
Attest: [Seal] By:
/s/ Gerald J. Cimmino /s/ J. Roy Pottle
Vice President and Treasurer Executive Vice President and
Chief Financial Officer
COUNTERSIGNED:
FLEET NATIONAL BANK
as Warrant Agent
/s/ John J. Riccio
Authorized Officer
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NOTICES OF EXERCISE AND ASSIGNMENT SHOULD BE SENT TO FLEET NATIONAL BANK,
150 ROYALL STREET, CANTON, MA 02021
NOTICE OF EXERCISE
TO ARCH WIRELESS, INC.:
The undersigned hereby irrevocably elects to exercise ____________________
Warrants evidenced by this Warrant Certificate to purchase the Warrant Shares
issuable upon the exercise of such Warrants and requests that certificate for
such Warrant Shares be issued in the name of:
_____________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
Please insert social security or other identifying number:______________________
If such number of Warrants is not all the Warrants evidenced by this Warrant
Certificate, a new Warrant Certificate for the balance remaining of such
Warrants will be registered in the name of and delivered to:
________________________________________________________________________________
________________________________________________________________________________
Please insert social security or other identifying number:______________________
Dated: _________________________ _______________________________________
Signature
Signature Guaranteed:
_______________________________________
THE SIGNATURE TO THE ASSIGNMENT OR THE
SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS
WARRANT CERTIFICATE IN EVERY PARTICULAR,
WIHTOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY OR A MEMBER FIRM OF THE AMERICAN
STOCK EXCHANGE, NEW YORK STOCK EXCHANGE,
PACIFIC STOCK EXCHANGE OR MIDWEST STOCK
EXCHANGE. IF THE ASSIGNMENT OF THE
SUBSCRIPTION FORM IS SIGNED PURSUANT TO
A POWER OF ATTORNEY, SUCH POWER OF
ATTORNEY MUST BE ATTACHED HERETO.
ASSIGNMENT FORM
FOR VALUE RECEIVED, ___________________________hereby sells, assigns, and
transfers unto ________________________________________________________________
(Please print name and address)
_______________________________________________________________________________
_______________________________________________________________________________
_________________________________________________this Warrant Certificate,
together with all right, title and interest therein, and does hereby irrevocably
constitute and appoint_____________________________________________Attorney,
to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.
Dated: _____________________________ ___________________________________
Signature
Signature Guaranteed:
________________________________________
THE SIGNATURE TO THE ASSIGNMENT OR THE
SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS
WARRANT CERTIFICATE IN EVERY PARTICULAR,
WIHTOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY OR A MEMBER FIRM OF THE AMERICAN
STOCK EXCHANGE, NEW YORK STOCK EXCHANGE,
PACIFIC STOCK EXCHANGE OR MIDWEST STOCK
EXCHANGE. IF THE ASSIGNMENT OF THE
SUBSCRIPTION FORM IS SIGNED PURSUANT TO
A POWER OF ATTORNEY, SUCH POWER OF
ATTORNEY MUST BE ATTACHED HERETO.
