ContractPrivate Placement Subscription Agreement • October 10th, 2008 • Technology Publishing, Inc. • Newspapers: publishing or publishing & printing • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ContractNexaira Wireless Inc. • May 19th, 2011 • Communications equipment, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR NEXAIRA WIRELESS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
ContractPrivate Placement Subscription Agreement • December 21st, 2010 • Nexaira Wireless Inc. • Communications equipment, nec • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
ContractPrivate Placement Subscription Agreement • March 24th, 2011 • Nexaira Wireless Inc. • Communications equipment, nec • British Columbia
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ContractSubscription Agreement • October 6th, 2008 • Technology Publishing, Inc. • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
LOAN AND SECURITY AGREEMENT between NEXAIRA, INC. as Borrower, and CENTURION CREDIT FUNDING LLC as Lender Dated as of May 16, 2011Loan and Security Agreement • May 19th, 2011 • Nexaira Wireless Inc. • Communications equipment, nec • New York
This LOAN AND SECURITY AGREEMENT (“Agreement”) is dated as of May 16, 2011, and entered into by and between NEXAIRA, INC., a California corporation (“Borrower”), and CENTURION CREDIT FUNDING LLC, a Delaware limited liability company (“Lender”), and, solely with respect to Sections 2.13, 2.14 and 2.15, Nexaira Wireless Inc., a Nevada corporation (“Holdings”).
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • May 19th, 2011 • Nexaira Wireless Inc. • Communications equipment, nec • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of May 16, 2011 is executed and delivered by NEXAIRA WIRELESS. INC., a Nevada corporation (“Guarantor”), with an address at 6650 Lusk Boulevard, Suite B203 San Diego, California 92121, in favor of CENTURIION CREDIT FUNDING LLC, a Delaware limited liability company, with an address at 152 West 57th Street, 54th Floor, New York, New York 10019, Attn: David Steinberg, as lender (together with its successors and assigns, if any, “Lender”).
SECURITY AGREEMENTSecurity Agreement • May 19th, 2011 • Nexaira Wireless Inc. • Communications equipment, nec • New York
This Security Agreement (this “Agreement”) dated May 16, 2011, by and between among NEXAIRA WIRELESS (BC) LTD., a corporation organized under the laws of the province of British Columbia (“Guarantor”), with an address at 1404-510 West Hastings Street, Vancouver, BC V6B 1L8 and CENTURION CREDIT FUNDING LLC, a Delaware limited liability company (“Lender”), with an address at 152 West 57th Street, 54th Floor, New York, New York 10019, Attn: David Steinberg.
ContractPrivate Placement Subscription Agreement • October 10th, 2008 • Technology Publishing, Inc. • Newspapers: publishing or publishing & printing • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
FORM OF SUBSCRIPTION AGREEMENT FOR NON US PERSONForm of Subscription Agreement • April 30th, 2010 • Nexaira Wireless Inc. • Newspapers: publishing or publishing & printing • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2010 • Nexaira Wireless Inc. • Communications equipment, nec
AMENDMENT AGREEMENTAmendment Agreement • March 24th, 2011 • Nexaira Wireless Inc. • Communications equipment, nec • New York
This Amendment Agreement (this “Agreement”), dated as of March 21, 2011, is entered into by and among NEXAIRA WIRELESS INC., a corporation organized under the laws of the State of Nevada (the “Company”), and Gemini Master Fund, Ltd. (“Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to them in that certain Securities Purchase Agreement, dated as of August 20, 2010, between the Company and the Investor (the “Purchase Agreement”), or the Note or other Transaction Documents, as applicable.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 2nd, 2009 • Technology Publishing, Inc. • Newspapers: publishing or publishing & printing • British Columbia
0793296 BC LTD., a British Columbia corporation, having an address at 1404 – 510 West Hastings Street, Vancouver, British Columbia, Canada V6B 1L8
ASSUMPTION AGREEMENTAssumption Agreement • October 2nd, 2009 • Technology Publishing, Inc. • Newspapers: publishing or publishing & printing • British Columbia
0793296 BC LTD., a British Columbia corporation, having an address at 1404 – 510 West Hastings Street, Vancouver, British Columbia, Canada V6B 1L8
CONSULTING AGREEMENTConsulting Agreement • March 17th, 2011 • Nexaira Wireless Inc. • Communications equipment, nec • New York
This Consulting Agreement (the "Agreement") is made and entered into to be effective as of February 24, 2011 (the "Effective Date") by Nexaira Wireless Inc., Suite 1410-510 West Hastings Street, Vancouver, BC, Canada V6B 1L8 (the "Company") and JFS Investments, Inc., located at 35 Crest Loop, Staten Island, NY 10312 (the "Consultant").
10% CONVERTIBLE NOTE DUE JULY 31, 2011 OF NEXAIRA WIRELESS INC.Nexaira Wireless Inc. • August 26th, 2010 • Communications equipment, nec • New York
THIS NOTE (“Note”) is one of a duly authorized issue of Notes of NEXAIRA WIRELESS INC., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 10% Convertible Notes Due July 31, 2011 (“Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) which does not exceed Four Hundred Thousand U.S. Dollars (U.S. $400,000) (the “Notes”).
FORM OF ASSUMPTION AGREEMENTForm of Assumption Agreement • January 12th, 2010 • Nexaira Wireless Inc. • Newspapers: publishing or publishing & printing • British Columbia
NEXAIRA WIRELESS INC., a Nevada corporation, having an address at 1404 510 West Hastings Street, Vancouver, British Columbia, Canada V6B 1L8
FORM OF DEBT CONVERSION SUBSCRIPTION AGREEMENTDebt Conversion Agreement • November 18th, 2009 • Nexaira Wireless Inc. • Newspapers: publishing or publishing & printing • British Columbia
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED FOR RESALE WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Nexaira Wireless Inc. • August 26th, 2010 • Communications equipment, nec
THIS WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE WARRANT IN THE EVENT OF A PARTIAL EXERCISE. AS A RESULT, FOLLOWING ANY EXERCISE OF ANY PORTION OF THIS WARRANT, THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY BE EXERCISED MAY BE LESS THAN THE NUMBER OF SHARES SET FORTH BELOW.
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED FOR RESALE WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Nexaira Wireless Inc. • March 24th, 2011 • Communications equipment, nec
THIS WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE WARRANT IN THE EVENT OF A PARTIAL EXERCISE. AS A RESULT, FOLLOWING ANY EXERCISE OF ANY PORTION OF THIS WARRANT, THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY BE EXERCISED MAY BE LESS THAN THE NUMBER OF SHARES SET FORTH BELOW.
ContractSubscription Agreement • December 21st, 2010 • Nexaira Wireless Inc. • Communications equipment, nec • British Columbia
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 9th, 2009 • Nexaira Wireless Inc. • Newspapers: publishing or publishing & printing • British Columbia
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree each with the other as follows:
ASSUMPTION AGREEMENTAssumption Agreement • February 25th, 2010 • Nexaira Wireless Inc. • Newspapers: publishing or publishing & printing • British Columbia
0793296 BC LTD., a British Columbia corporation, having an address at 1404 – 510 West Hastings Street, Vancouver, British Columbia, Canada V6B 1L8
DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT JANUARY 13, 2011Nexaira Wireless Inc. • January 20th, 2011 • Communications equipment, nec • California
NOW THEREFORE THIS AGREEMENT witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 6th, 2008 • Technology Publishing, Inc. • British Columbia
TECHNOLOGY PUBLISHING, INC. a Nevada Corporation with a registered office at 3110 E. Sunset Road, Suite H-1, Las Vegas, Nevada 89120, U.S.A. (the “Purchaser”)
GUARANTYNexaira Wireless Inc. • August 26th, 2010 • Communications equipment, nec • New York
GUARANTY, dated as of August 20, 2010, made by NEXAIRA, INC., a California company, and NEXAIRA WIRELESS (BC) LTD., a British Columbia company (collectively, the “Guarantors” and each a “Guarantor”), in favor of GEMINI MASTER FUND, LTD. (the “Holder”).
DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENTSettlement and Subscription Agreement • March 2nd, 2011 • Nexaira Wireless Inc. • Communications equipment, nec • California
NEXAIRA WIRELESS INC., a company incorporated pursuant to the laws of the State of Nevada and having an address at Suite 1404, 510 West Hastings Street, Vancouver, British Columbia, Canada V6B 1L8 (the “Company”)
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • November 9th, 2009 • Nexaira Wireless Inc. • Newspapers: publishing or publishing & printing • British Columbia
FORM OF DEBT CONVERSION SUBSCRIPTION AGREEMENTDebt Conversion Agreement • January 12th, 2010 • Nexaira Wireless Inc. • Newspapers: publishing or publishing & printing • British Columbia
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
