ContractWarrant Agreement • September 7th, 2022 • Metro One Telecommunications Inc • Communications services, nec • New York
THIS WARRANT AND THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT (“REGULATION S”). TRANSFER OF THIS WARRANT OR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS WARRANT OR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 7th, 2022 • Metro One Telecommunications Inc • Communications services, nec • New York
This Note Purchase Agreement (this “Agreement”) is dated as of March [*], 2022, between Metro One Telecommunications, Inc., 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”).
THE ACQUISITION OF THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.Subscription Agreement • September 7th, 2022 • Metro One Telecommunications Inc • Communications services, nec • Delaware
THIS SUBSCRIPTION FORM IS FOR USE BY UNITED STATES ACCREDITED INVESTORS ONLY. THE SHARES MAY BE SOLD IN JURISDICTIONS WHERE THEY MAY BE LAWFULLY SOLD.
NOTE AND SECURITIES PURCHASE AGREEMENTNote and Securities Purchase Agreement • September 7th, 2022 • Metro One Telecommunications Inc • Communications services, nec • New York
This Note and Securities Purchase Agreement (this “Agreement”) is dated as of August [__], 2022, between Metro One Telecommunications, Inc., 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”).
Warrant AgreementWarrant Agreement • September 7th, 2022 • Metro One Telecommunications Inc • Communications services, nec • Delaware
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE.
P R O M I S S O R Y N O T EPromissory Note • September 7th, 2022 • Metro One Telecommunications Inc • Communications services, nec
FOR VALUE RECEIVED, and on the date first above written (the “Effective Date”), Metro One Telecommunications, Inc., a Delaware corporation (together with its successors and assigns, the “Maker”), promises to pay to the order of [Everest Credit LP] or its registered assigns or successors in interest (the “Payee”) the principal sum of One Hundred Thousand Dollars ($100,000.00) (the “Face Amount”), in lawful money of the United States of America, on the terms and conditions set forth in this Promissory Note (this “Note”), as consideration for the Payee’s advance of a loan to Maker on the Effective Date (the “Advance”).
