COMMON STOCK PURCHASE WARRANT GIGABEAM CORPORATIONGigabeam Corp • May 24th, 2007 • Radio & tv broadcasting & communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midsummer Investment Ltd. (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 Gigabeam Corporation, a Delaware corporation (the “Company”), up to 326,787 shares (the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2007 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2007 between Gigabeam Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • May 24th, 2007 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
This SECURITY AGREEMENT, dated as of May 22, 2007 (this “Agreement”), is among Gigabeam Corporation, a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 14% Secured Debentures due May 22, 2008 and issued on May 22, 2007 in the original aggregate principal amount of $1,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 24th, 2007 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
SUBSIDIARY GUARANTEE, dated as of May 22, 2007 (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 Gigabeam Corporation, a Delaware corporation (the “Company”) and the Purchasers.
AMENDMENT AGREEMENTAmendment Agreement • May 24th, 2007 • Gigabeam Corp • Radio & tv broadcasting & communications equipment
AMENDMENT AGREEMENT (this “Agreement”), dated as of May 22, 2007, among Gigabeam Corporation (the “Company”), Midsummer Investment, Ltd. (“Midsummer”), Feldman Weinstein & Smith LLP (the “Agent”), Louis Slaughter and Douglas Lockie (Messrs. Slaughter and Lockie, the “Pledgors”).
