0001078782-05-000016 Sample Contracts

Contract
Warrant Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 28, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2005, by and among US Wireless Online, Inc., a Nevada corporation with its headquarters located at 500 West Jefferson Street, Suite 2350, Louisville, Kentucky 40202 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

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SECURITY AGREEMENT
Security Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • New York

SECURITY AGREEMENT (this “Agreement”), dated as of January 28, 2005, by and among US Wireless Online, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of January 28, 2005, by and among US Wireless Online, Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2005, by and among US Wireless Online, Inc., a Nevada corporation, with headquarters located at 500 West Jefferson Street, Suite 2350, Louisville, Kentucky 40202 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

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ASSET PURCHASE AGREEMENT BETWEEN US WIRELESS ONLINE, INC. AND YYIRELESS1.NET, LLC DATED AS OF JANUARY 20, 2005 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products

ASSET PURCHASE AGREEMENT, dated as of January 20, 2005, by and among US WIRELESS ONLINE, INC (“US WIRELESS ”), a Nevada corporation and YYireless1.NET, LLC, (“YYireless1”) a Pennsylvania limited liability company.

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