EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of April 14, 2000, by and among World Wide Wireless Communications, Inc., a Nevada corporation (the "Company"), Esquire...Registration Rights Agreement • May 18th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
CONSULTING AGREEMENTConsulting Agreement • June 30th, 2004 • Universal Communication Systems Inc • Telephone communications (no radiotelephone)
ARTICLE IEscrow Agreement • February 20th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.27 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SUBSCRIPTION AGREEMENT AND EXECUTION DOCUMENTS UNIVERSAL COMMUNICATION SYSTEMS, INC. COMMON STOCKSubscription Agreement • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Nevada
ANDSecurities Purchase Agreement • May 31st, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
LEASE AGREEMENT BETWEEN WORLD WIDE WIRELESS COMMUNICATIONS, INC. AND SHEKINAH NETWORKLease Agreement • June 30th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
EXHIBIT E NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Warrant Agreement • February 20th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc.
EXHIBIT 10.5 FORM OF GUARANTY 1. Identification. This Guaranty (the "Guaranty"), dated as of February ____, 2006, is entered into by the Subsidiaries of the Parent identified on Annex I to the Security Agreement (each a "Guarantor"), for the benefit...Guaranty • July 20th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT B REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 29, 2001, between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and World Wide Wireless Communications, Inc.,...Registration Rights Agreement • April 5th, 2001 • World Wide Wireless Communications Inc • Telephone communications (no radiotelephone) • New York
AGREEMENTConsulting Agreement • June 30th, 2004 • Universal Communication Systems Inc • Telephone communications (no radiotelephone)
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 14th, 2003 • Universal Communication Systems Inc • Telephone communications (no radiotelephone) • Florida
ARTICLE 1 TERMS OF THE ESCROWEscrow Agreement • April 5th, 2001 • World Wide Wireless Communications Inc • Telephone communications (no radiotelephone) • New York
ARTICLE I DEFINITIONSCommon Stock Purchase Agreement • February 20th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
SECOND AMENDMENT SECOND AMENDMENT dated November 15, 2000 (the "Second Amendment") to the Securities Purchase Agreement dated April 14, 2000 (the "Purchase Agreement") and related Transaction Documents (as defined in the Purchase Agreement) between...Securities Purchase Agreement • December 15th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
SUPPLY AGREEMENT between Andrew Corporation and World Wide Wireless Communications, Inc.Supply Agreement • December 15th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • Illinois
EXHIBIT 10.24 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMENDMENTSecurities Purchase Agreement • December 28th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc.
LEASE AGREEMENT BETWEEN WORLD WIDE WIRELESS COMMUNICATIONS, INC. AND SHEKINAH NETWORKLease Agreement • June 21st, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
Y(A-B) ------ X = A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant...Warrant Agreement • May 18th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
RECITALSEmployment Agreement • December 15th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
EXHIBIT E NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Stock Purchase Warrant • April 5th, 2001 • World Wide Wireless Communications Inc • Telephone communications (no radiotelephone) • Delaware
LOAN AGREEMENTLoan Agreement • March 15th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • Illinois
GCD Revisions - 1/24/2001] REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of January __, 2001, by and among World Wide Wireless Communications, Inc., a Nevada corporation (the...Registration Rights Agreement • March 15th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • Illinois
LEASE AGREEMENT BETWEEN WORLD WIDE WIRELESS COMMUNICATIONS, INC. AND SHEKINAH NETWORKLease Agreement • May 31st, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
EXHIBIT 10.38 SECURITY AGREEMENT 1. Identification. This Security Agreement (the "Agreement"), dated as of August 19, 2005, is entered into by and between Universal Communication Systems, Inc., a Nevada corporation ("Debtor"), and Alpha Capital...Security Agreement • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
BYPurchase Agreement • May 18th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc.
EXHIBIT 10.35 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of August 19, 2005, by and among Universal Communication Systems, Inc., a Nevada corporation (the "COMPANY"), and the subscriber identified on the signature...Subscription Agreement • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 10.4 SECURITY AGREEMENT 1. Identification. This Security Agreement (the "Agreement"), dated as of February ____, 2006, is entered into by and between Universal Communication Systems, Inc., a Nevada corporation ("Parent"), the Subsidiaries of...Security Agreement • July 20th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
ARTICLE ISecured Convertible Note • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
STOCK PURCHASE AGREEMENT In Buenos Aires, on this 30th day of the month of November, 1999, WORLD WIDE WIRELESS COMMUNICATION, INC. (the "Buyer"), with domicile at 520 - 3rd Street, Suite 101, Oakland, California 94607, U.S.A., represented herein by...Stock Purchase Agreement • May 18th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc.
COMPROMISE AND SETTLEMENT AGREEMENT Corporate Solutions, L.L.C., 21251 River Bluff Drive, Anderson, California 96007, hereinafter referred to as CORPORATE and World-Wide Wireless Communications, Inc., a corporation, One Post Street, Suite 2600, San...Compromise and Settlement Agreement • June 30th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
World Wide Wireless Communications, Inc NONSTATUTORY STOCK OPTION AGREEMENT THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between WORLD WIDE WIRELESS COMMUNICATIONS, Inc., a...Nonstatutory Stock Option Agreement • January 26th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
EXHIBIT 10-23 SUBSCRIPTION AGREEMENT ---------------------- THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of April 19, 2004, by and among Universal Communication Systems, Inc., a Nevada corporation (the "Company"), and the subscribers...Subscription Agreement • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
World Wide Wireless Communications, Inc NON-STATUTORY STOCK OPTION AGREEMENT THIS NON-STATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between WORLD WIDE WIRELESS COMMUNICATIONS, Inc., a...Non-Statutory Stock Option Agreement • January 26th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
