WITNESSETH:Escrow Agreement • May 4th, 1998 • Waverider Communications Inc • Blank checks • Nevada
EXHIBIT 99.3 SCHEDULE "B" PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS This is Schedule "B" to the subscription agreement (the "Agreement") relating to the purchase of promissory notes and warrants of WaveRider Communications Inc. Terms used...Subscription Agreement • October 26th, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone)
Exhibit 2.1 AMENDMENT AGREEMENT This Amendment Agreement ("Amendment"), dated January 26, 2006, is made (i) that certain Securities Purchase Agreement ("2003 Purchase Agreement") dated as of July 14, 2003 by and between WaveRider Communications Inc....Securities Purchase Agreement • January 27th, 2006 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.1 LOAN AGREEMENTLoan Agreement • October 28th, 1999 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
ARTICLE 1 INTERPRETATIONGuarantee Agreement • November 8th, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone) • Ontario
Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of January 26, 2006 (this "Amendment"), is made and entered into by and among WAVE WIRELESS CORPORATION, a Delaware corporation ("Parent"),...Agreement and Plan of Merger • January 27th, 2006 • Waverider Communications Inc • Telephone communications (no radiotelephone)
Exhibit 10.19 UNDERWRITING AGREEMENT December 20, 1999 WaveRider Communications Inc. 255 Consumers Road, Suite 500 Toronto, Canada M2J 1R4 Attention: D. Bruce Sinclair, President & Chief Executive Officer Dear Sir: The undersigned, Groome Capital.com...Underwriting Agreement • December 20th, 1999 • Waverider Communications Inc • Telephone communications (no radiotelephone) • Ontario
andMerger Agreement • June 30th, 1999 • Waverider Communications Inc • Blank checks • Ohio
EXHIBIT 10.2 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this "Agreement') is dated as of October 18, 1999 by and between WaveRider Communications Inc., a Nevada corporation (the "Company"), and Radyr Group Investments (the...Common Stock Purchase Agreement • October 28th, 1999 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.4 SCHEDULE "D" FORM OF AGREEMENT APPOINTING THE AGENT AGENCY AGREEMENT THIS AGREEMENT is made effective as of this o day of October, 2001. b e t w e e n:Agency Agreement • October 26th, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone)
EMPLOYMENT AGREEMENT EXHIBIT 10.21 THIS AGREEMENT made as of the 4th day of January, 1999 B E T W E E N: WAVERIDER COMMUNICATIONS INC., a corporation incorporated pursuant to the laws of Nevada, in the United States of America (herein called the...Employment Agreement • June 29th, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone) • Ontario
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November 12, 2004, among WaveRider Communications Inc., a Nevada corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • November 15th, 2004 • Waverider Communications Inc • Telephone communications (no radiotelephone)
ARTICLE I DEFINITIONSSecurities Purchase Agreement • April 26th, 2004 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • April 26th, 2004 • Waverider Communications Inc • Telephone communications (no radiotelephone)
EXHIBIT 4.6 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...Stock Purchase Warrant • November 7th, 2000 • Waverider Communications Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.6 CLASS L WARRANT VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON _______________, 2006 (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF) THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE...Warrant Agreement • December 14th, 2000 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
ARTICLE IConvertible Note • December 14th, 2000 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
EMPLOYMENT AGREEMENT EXHIBIT 10.20 THIS AGREEMENT made as of the 16th day of February, 1998 B E T W E E N: WAVERIDER COMMUNICATIONS INC., a corporation incorporated pursuant to the laws of Nevada, in the United States of AmericaEmployment Agreement • June 29th, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone) • Ontario
EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Security Agreement • November 15th, 2004 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of April 23, 2004, among WaveRider Communications Inc., a Nevada corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • April 26th, 2004 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.8 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of __________, 2001, by and among WaveRider Communications Inc., a corporation organized under the laws of the State of Nevada (the "Company"), and...Registration Rights Agreement • December 14th, 2000 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 14, 2003, among WaveRider Communications Inc., a Nevada corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • July 18th, 2003 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 11th day of JUNE, 1999 B E T W E E N: WAVERIDER COMMUNICATIONS (USA) INC., a corporation incorporated pursuant to the laws of Nevada, in the United States of America (herein called the...Employment Agreement • June 30th, 1999 • Waverider Communications Inc • Blank checks • Ohio
EXHIBIT 4.4 WARRANT AGREEMENT This Warrant Agreement (the "Agreement"), made and entered into as of October 17, 2001, by and between WAVERIDER COMMUNICATIONS, INC., a Nevada corporation (the "Company"), and CORPORATE STOCK TRANSFER, INC., as Warrant...Warrant Agreement • November 2nd, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone) • Nevada
ARTICLE 1 INTERPRETATIONGeneral Security Agreement • November 8th, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone) • British Columbia
EXHIBIT 99.2 SCHEDULE "A" TERMS OF OFFERING This is Schedule "A" to the subscription agreement (the "Agreement") relating to the purchase of promissory notes and warrants of WaveRiver Communications Inc. Capitalized terms used herein and not otherwise...Subscription Agreement • October 26th, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone)
KEY BANK NATIONAL ASSOCIATION ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made and executed this __ day of October, 2001, by and among WAVERIDER COMMUNICATIONS INC. (the "Company"), whose address is 225 Consumers Road, Suite 500,...Escrow Agreement • November 2nd, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone) • Nevada
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Convertible Security Agreement • November 15th, 2004 • Waverider Communications Inc • Telephone communications (no radiotelephone)
AGREEMENTInformation Agent Agreement • November 2nd, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone)
AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), dated February 9, 2005, is by and between D. Bruce Sinclair, an individual ("Executive"), and WaveRider Communications Inc., a Nevada corporation ("Employer"). All...Employment Agreement • February 14th, 2005 • Waverider Communications Inc • Telephone communications (no radiotelephone)
EXHIBIT 4.2 SUBSCRIPTION RIGHTS AGREEMENT This Subscription Rights Agreement (the "Agreement"), made and entered into as of this day of October 17, 2001, by and between WaveRider Communications Inc., a Nevada corporation (the "Company"), and Corporate...Subscription Rights Agreement • November 2nd, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone) • Nevada
EXHIBIT 4.14 UNDERWRITERS' WARRANT To Purchase ______________ Shares of Common Stock and _______________ Common Stock Purchase Warrants of WaveRider Communications Inc. THIS CERTIFIES that, for value received, __________________ (the "Holder"), is...Underwriters' Warrant • December 10th, 1999 • Waverider Communications Inc • Telephone communications (no radiotelephone)
WAVERIDER COMMUNICATIONS, INC. SOLICITATION AGENT AGREEMENT October 31, 2001 Gruntal & Co., L.L.C. 1 Liberty Plaza New York, NY 10006 Ladies and Gentlemen: This Solicitation agent Agreement (the "Agreement") sets forth our agreement relating to (a)...Solicitation Agent Agreement • November 2nd, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.1 SUBSCRIPTION AGREEMENTSubscription Agreement • October 26th, 2001 • Waverider Communications Inc • Telephone communications (no radiotelephone)
The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees to purchase from WaveRider Communications Inc. (the "Company"), subject to the terms and conditions set forth in this subscription agreement (the "Agreement"), that number of units (the "Units") of the Company set forth below at a price of US$1,000 per Unit. Each Unit consists of (a) US$1,000 principal amount of 8% Series A promissory notes of the Company (the "Notes"), and (b) 2,150 warrants of the Company (the "Warrants"), on the terms set forth herein.
ARTICLE II MECHANISM FOR NOTE EXCHANGE INTO STRATEGIC TRANSACTIONConvertible Promissory Note Agreement • December 13th, 2005 • Waverider Communications Inc • Telephone communications (no radiotelephone) • Nevada
