ContractWarrant Agreement • June 11th, 2007 • Central Wireless Inc • Communications services, nec • 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 APRIL ____, 2007, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2007 • Central Wireless Inc • Communications services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 18, 2007, by and among Central Wireless, Inc., a Utah corporation, with headquarters located at 2040 Bispham Road, Sarasota, Florida 34231 (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”).
SECURITY AGREEMENTSecurity Agreement • June 11th, 2007 • Central Wireless Inc • Communications services, nec • New York
SECURITY AGREEMENT (this “Agreement”), dated as of April 18, 2007, by and among Central Wireless, Inc., a Utah corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 11th, 2007 • Central Wireless Inc • Communications services, nec • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of April 18, 2007, by and among Central Wireless, Inc., a Utah corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2007 • Central Wireless Inc • Communications services, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 18, 2007, by and among Central Wireless, Inc., a Utah corporation, with headquarters located at 2040 Bispham Road, Sarasota, Florida 34231 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 11th, 2007 • Central Wireless Inc • Communications services, nec • Utah
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) dated this 17th day of April, 2007, by and among CENTRAL WIRELESS, INC., a Utah corporation (“Central Wireless”), KENNETH W. BRAND, an individual and principal shareholder of Central Wireless (“Mr. Brand”), SUMMIT MEDICAL TECHNOLOGIES, INC., a New Hampshire corporation (the “Company”) and the shareholders of the Company listed on Exhibit A attached hereto (the “Company Shareholders”).
