SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February ___, 2006 among Unity Wireless Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • March 6th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
SECURITY AGREEMENT, dated as of February ___, 2006 (this “Agreement”), among Unity Wireless Corporation, a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 8% Senior Secured Debentures due February 2009 in the original aggregate principal amount of $_____ (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 6th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
SUBSIDIARY GUARANTEE, dated as of February __, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Unity Wireless Corporation, a Delaware corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2006 • Unity Wireless Corp • Radiotelephone communications
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2006, among Unity Wireless Corporation, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of UNITY WIRELESS CORPORATIONSecurity Agreement • March 6th, 2006 • Unity Wireless Corp • Radiotelephone communications
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Unity Wireless Corporation, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RE: FINANCIAL ADVISORY / INVESTMENT BANKING AGREEMENTFinancial Advisory / Investment Banking Agreement • March 6th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
This letter confirms the terms upon which Unity Wireless Corporation together with all subsidiaries, affiliates, successors and other controlled units, either existing or formed subsequent to the execution of this engagement (the “Company”), engages Cambria Capital LLC (“Cambria ”), to act as the exclusive United States advisor for the Company in financial advisory, investment banking and related transactions. This Agreement will be deemed to be effective as of the date set forth above.
