X0202 3/A 2004-09-29 2004-09-27 0 0001020646 ERF Wireless, Inc. ERFW 0001259387 SMITH R GREG 2911 SOUTH SHORE BLVD., SUITE 100 LEAGUE CITY TX 77573 1 1 0 0 CEO & CFO ERF Wireless Common Stock 2667 D Series A Convertible Preferred Stock 2004-08-01 2009-07-29 Common stock 1192055 D Stock Options (right to buy) 2009-07-29 Common stock 1000000 D On 8/1/04, the board of directors granted R. Greg Smith options to purchase up to 1,000,000 shares of common stock at an exercise price equal to 115% of the lowest 5-day average closing price during the 12 months preceding the vesting event. The options vest based upon the cumulative revenue of the company after 8/1/04. 100,000 shares vest when cumulative revenue exceeds $1,000,000; 150,000 shares vest when cumulative revenue exceeds $5,000,000; 250,000 shares vest when cumulative revenue exceeds $10,000,000; and 500,000 shares vest when cumulative revenue exceeds $25,000,000. Under the Amended and Restated Employment Agreement with ERF Wireless, Inc., Mr. Smith is entitled to receive 63,827 shares of Series A Convertible Preferred Stock at $0.50 per share. The preferred stock is convertible at holders' option at one preferred share for 18.676347 shares common. Mr. Smith is therefore entitled to receive 1,192,055 shares of common stock following the conversion of the Series A Preferred Stock. n 8/1/04, the board of directors granted R. Greg Smith options to purchase up to 1,000,000 shares of common stock at an exercise price equal to 115% of the lowest 5-day average closing price during the 12 months preceding the vesting event. The options vest based upon the cumulative revenue of the company after 8/1/04. 100,000 shares vest when cumulative revenue exceeds $1,000,000; 150,000 shares vest when cumulative revenue exceeds $5,000,000; 250,000 shares vest when cumulative revenue exceeds $10,000,000; and 500,000 shares vest when cumulative revenue exceeds $25,000,000. R. Greg Smith 2005-07-19