Kanakaris Communications Inc Sample Contracts

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RECITALS:
Asset Purchase Agreement • April 22nd, 2002 • Kanakaris Wireless • Computer peripheral equipment, nec
RECITALS:
Asset Purchase Agreement • April 22nd, 2002 • Kanakaris Wireless • Computer peripheral equipment, nec • California
EXHIBIT A ---------
Kanakaris Wireless • September 30th, 2002 • Computer peripheral equipment, nec • New York
10% CONVERTIBLE DEBENTURE DUE MAY 1, 2001
Kanakaris Wireless • January 16th, 2001 • Computer peripheral equipment, nec
Contract
Wi-Fi Tv Inc • April 27th, 2006 • Computer peripheral equipment, nec • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 12, 2006, 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.

KANAKARIS WIRELESS 65 Enterprise, Suite 365 Aliso Viejo, CA 92656 949-330-6590
Kanakaris Wireless • August 16th, 2001 • Computer peripheral equipment, nec
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 27th, 2006 • Wi-Fi Tv Inc • Computer peripheral equipment, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 12, 2006, by and among Wi-Fi TV, Inc., a Nevada corporation with its headquarters located at 1280 Bison, Suite B9-597, Newport Beach, California 92660 (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 AGREEMENT
Security Agreement • April 27th, 2006 • Wi-Fi Tv Inc • Computer peripheral equipment, nec • New York

SECURITY AGREEMENT (this “Agreement”), dated as of April 12, 2006, by and among Wi-Fi TV, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

RECITALS
Consulting Agreement • November 28th, 2001 • Kanakaris Wireless • Computer peripheral equipment, nec • California
WITNESSETH
Consulting Agreement • November 1st, 2001 • Kanakaris Wireless • Computer peripheral equipment, nec • California
INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • April 27th, 2006 • Wi-Fi Tv Inc • Computer peripheral equipment, nec • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of April 12, 2006, by and among Wi-Fi TV, Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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RECITALS --------
Stock Purchase Agreement • November 19th, 1999 • Kanakaris Communications Inc • Computer peripheral equipment, nec • California
RECITALS
Debenture Purchase Agreement • November 19th, 1999 • Kanakaris Communications Inc • Computer peripheral equipment, nec • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 27th, 2006 • Wi-Fi Tv Inc • Computer peripheral equipment, nec • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 12, 2006, by and among Wi-Fi TV, Inc., a Nevada corporation, with headquarters located at 1280 Bison, Suite B9-597, Newport Beach, California 92660 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

RECITAL
Registration Rights Agreement • November 19th, 1999 • Kanakaris Communications Inc • Computer peripheral equipment, nec • California
Contract
Exercise Agreement • April 27th, 2006 • Wi-Fi Tv Inc • Computer peripheral equipment, nec • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 12, 2006, 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.

CONVERTIBLE DEBENTURE PURCHASE AGREEMENT
Convertible Debenture Purchase Agreement • June 12th, 2000 • Kanakaris Wireless • Computer peripheral equipment, nec • Nevada
Contract
Stock Purchase Warrant • April 27th, 2006 • Wi-Fi Tv Inc • Computer peripheral equipment, nec • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 12, 2006, 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.

EXHIBIT B ---------- ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 10th, 2003 • Kanakaris Wireless • Computer peripheral equipment, nec • Nevada
AGREEMENT
Agreement • May 9th, 2002 • Kanakaris Wireless • Computer peripheral equipment, nec • California
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