0001085037-03-000098 Sample Contracts

Contract
Warrant Agreement • February 5th, 2003 • Unity Wireless Corp • Radiotelephone communications • Delaware

THIS WARRANT AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION THEREOF IS LEGALLY REQUIRED FOR SUCH TRANSFER OR SUCH TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS.

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UNITED STATES SUBSCRIBERS
Private Placement Purchase Agreement • February 5th, 2003 • Unity Wireless Corp • Radiotelephone communications • Delaware

PRIVATE PLACEMENT PURCHASE AGREEMENT dated November 20, 2002 by and among UNITY WIRELESS CORPORATION, a Delaware corporation having an office at 7438 Fraser Park Drive, Burnaby, BC, Canada V5J 5B9 (the "Company"), UNITY WIRELESS SYSTEMS CORPORATION, a British Columbia corporation that is wholly owned by the Company and has an office c/o of the Company (the "Subsidiary"), and each person or entity that signs this Agreement or a counterpart thereof as an "Investor" (each, an "Investor").

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