EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of April 14, 2000, by and among World Wide Wireless Communications, Inc., a Nevada corporation (the "Company"), Esquire...Registration Rights Agreement • May 18th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
LEASE AGREEMENT BETWEEN WORLD WIDE WIRELESS COMMUNICATIONS, INC. AND SHEKINAH NETWORKLease Agreement • May 18th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
AGREEMENTConsulting Agreement • June 30th, 2004 • Universal Communication Systems Inc • Telephone communications (no radiotelephone)
ARTICLE IEscrow Agreement • February 20th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.27 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Universal Communication Systems Inc • August 11th, 2006 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SUBSCRIPTION AGREEMENT AND EXECUTION DOCUMENTS UNIVERSAL COMMUNICATION SYSTEMS, INC. COMMON STOCKSubscription Agreement • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Nevada
ANDSecurities Purchase Agreement • May 31st, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.24 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Universal Communication Systems Inc • August 11th, 2006 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
LEASE AGREEMENT BETWEEN WORLD WIDE WIRELESS COMMUNICATIONS, INC. AND SHEKINAH NETWORKLease Agreement • June 30th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
EXHIBIT E NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...World Wide Wireless Communications Inc • April 5th, 2001 • Telephone communications (no radiotelephone) • Delaware
ARTICLE 1 TERMS OF THE ESCROWEscrow Agreement • April 5th, 2001 • World Wide Wireless Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 14th, 2003 • Universal Communication Systems Inc • Telephone communications (no radiotelephone) • Florida
CONSULTING AGREEMENTConsulting Agreement • June 30th, 2004 • Universal Communication Systems Inc • Telephone communications (no radiotelephone)
LOAN AGREEMENTLoan Agreement • March 15th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • Illinois
ARTICLE I DEFINITIONSCommon Stock Purchase Agreement • February 20th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
Y(A-B) ------ X = A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant...World Wide Wireless Communications Inc • May 18th, 2000 • Services-computer programming, data processing, etc. • New York
SUPPLY AGREEMENT between Andrew Corporation and World Wide Wireless Communications, Inc.Supply Agreement • December 15th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • Illinois
RECITALSEmployment Agreement • December 15th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
EXHIBIT E NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...World Wide Wireless Communications Inc • April 5th, 2001 • Telephone communications (no radiotelephone) • Delaware
BYWorld Wide Wireless Communications Inc • May 18th, 2000 • Services-computer programming, data processing, etc.
EXHIBIT E NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...World Wide Wireless Communications Inc • February 20th, 2001 • Services-computer programming, data processing, etc.
EXHIBIT E NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...World Wide Wireless Communications Inc • April 5th, 2001 • Telephone communications (no radiotelephone) • Delaware
GCD Revisions - 1/24/2001] REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of January __, 2001, by and among World Wide Wireless Communications, Inc., a Nevada corporation (the...Registration Rights Agreement • March 15th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • Illinois
World Wide Wireless Communications, Inc NONSTATUTORY STOCK OPTION AGREEMENT THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between WORLD WIDE WIRELESS COMMUNICATIONS, Inc., a...Nonstatutory Stock Option Agreement • January 26th, 2001 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
AMENDMENTWorld Wide Wireless Communications Inc • December 28th, 2000 • Services-computer programming, data processing, etc.
EXHIBIT 10.4 SECURITY AGREEMENT 1. Identification. This Security Agreement (the "Agreement"), dated as of February ____, 2006, is entered into by and between Universal Communication Systems, Inc., a Nevada corporation ("Parent"), the Subsidiaries of...Security Agreement • July 20th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 10.38 SECURITY AGREEMENT 1. Identification. This Security Agreement (the "Agreement"), dated as of August 19, 2005, is entered into by and between Universal Communication Systems, Inc., a Nevada corporation ("Debtor"), and Alpha Capital...Security Agreement • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SECOND AMENDMENT SECOND AMENDMENT dated November 15, 2000 (the "Second Amendment") to the Securities Purchase Agreement dated April 14, 2000 (the "Purchase Agreement") and related Transaction Documents (as defined in the Purchase Agreement) between...Second Amendment • December 15th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.5 FORM OF GUARANTY 1. Identification. This Guaranty (the "Guaranty"), dated as of February ____, 2006, is entered into by the Subsidiaries of the Parent identified on Annex I to the Security Agreement (each a "Guarantor"), for the benefit...Universal Communication Systems Inc • July 20th, 2006 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
LEASE AGREEMENT BETWEEN WORLD WIDE WIRELESS COMMUNICATIONS, INC. AND SHEKINAH NETWORKLease Agreement • April 26th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc. • California
EXHIBIT B REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 29, 2001, between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and World Wide Wireless Communications, Inc.,...Registration Rights Agreement • April 5th, 2001 • World Wide Wireless Communications Inc • Telephone communications (no radiotelephone) • New York
ARTICLE IUniversal Communication Systems Inc • August 11th, 2006 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
World Wide Wireless Communications, Inc. 520 Third Street, Suite 101 Oakland, California 94607 510.839.6100 SUBSCRIPTION AGREEMENTWorld Wide Wireless Communications Inc • May 18th, 2000 • Services-computer programming, data processing, etc.
STOCK PURCHASE AGREEMENT In Buenos Aires, on this 30th day of the month of November, 1999, WORLD WIDE WIRELESS COMMUNICATION, INC. (the "Buyer"), with domicile at 520 - 3rd Street, Suite 101, Oakland, California 94607, U.S.A., represented herein by...Stock Purchase Agreement • May 18th, 2000 • World Wide Wireless Communications Inc • Services-computer programming, data processing, etc.
EXHIBIT 10.35 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of August 19, 2005, by and among Universal Communication Systems, Inc., a Nevada corporation (the "COMPANY"), and the subscriber identified on the signature...Subscription Agreement • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
