8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE ________________, 2009Convertible Security Agreement • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
THIS 8% SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued Secured Convertible Debentures of Unity Wireless Corporation, a Delaware corporation, having its principal place of business at 7438 Fraser Park Drive, Burnaby, British Columbia, Canada V5J 5B9 (the “Company”), designated as its 8% Senior Secured Convertible Debenture, due ______________, 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
SUBSIDIARY GUARANTEE, dated as of _____________, 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.
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of UNITY WIRELESS CORPORATIONSecurity Agreement • December 20th, 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).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
LOAN AND SECURITY AGREEMENT, dated as of _____________, 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% Secured Promissory Notes due December 22, 2006 in the original aggregate principal amount of $1,500,000 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
SUBSIDIARY GUARANTEE, dated as of _____________, 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 holders (the “Holders”) of those certain 8% Secured Promissory Notes (the “Notes”) made by Unity Wireless Corporation (the “Company”).
8% SECURED PROMISSORY NOTESecured Promissory Note • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
FOR VALUE RECEIVED, Unity Wireless Corporation, a Delaware corporation (the “Maker”), with its primary offices located at 7438 Fraser Park Drive, Burnaby, BC, Canada V57 5B9, promises to pay to the order of ___________________, or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of $_____________ plus interest on the unpaid principal sum outstanding at the rate of 8% per annum (this “Note”).
Dear sirs: Re: Participation in placement of Convertible DebenturesConvertible Debenture Purchase Agreement • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications
We understand that you propose to participate in the purchase of convertible debentures of Unity Wireless Corporation (the “Corporation”) on the terms set out in the form of Additional Issuance Agreement attached hereto. Pursuant to that placement you will be required to execute the Additional Issuance Agreement (customized with your name and placement amount), an Intercreditor Agreement dealing with the pari passu ranking of security interests among debtholders, and will be required to consent to the prior granting of a security interest over the accounts receivable of the Corporation and its subsidiaries in favour of a lender that will provide accounts receivables financing to the Corporation in the near future.
CORPORATE FINANCEEngagement Letter • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications • Delaware
This engagement letter, which replaces in its entirety any previous engagement letters, shall serve as our agreement (the “Agreement”) under which Oceana Partners, LLC (“Oceana” or the “Advisor”) is retained as a financial advisor to Unity Wireless Corporation (the “Company”). In connection therewith, the parties hereto agree as follows:
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
This INTER-CREDITOR AGREEMENT (the “Agreement”) is made and effective as of _____________, 2006, by and between the holders of the Unity Wireless Corporation 8% Senior Secured Convertible Debentures (“Existing Creditors”) and the New Creditors (as defined below), (the Existing Creditors and the New Creditors are collectively referred to as the “Creditors”).
ADDITIONAL ISSUANCE AGREEMENTAdditional Issuance Agreement • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications
This Additional Issuance Agreement (“Amendment”), dated ___________, 2006, is made pursuant to that certain Securities Purchase Agreement, dated as of February 27, 2006 (“Purchase Agreement”), by and between Unity Wireless Corporation (the “Company”) and ________________ (a “New Purchaser”) for the purchase of the Company’s 8% Senior Secured Convertible Debenture due February 28, 2009 (the “Debenture”) and the Common Stock Purchase Warrants issued in connection therewith (the “Warrant”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
CONSENT, WAIVER AND AMENDMENT AGREEMENTConsent, Waiver and Amendment Agreement • December 20th, 2006 • Unity Wireless Corp • Radiotelephone communications
This Consent, Waiver and Amendment Agreement (this “Agreement”) is entered into as of ________________, 2006, by and between each of the undersigned purchasers, acting individually (individually a “Purchaser” and collectively the “Purchasers”), and Unity Wireless Corporation, a Delaware corporation (the “Company”).
