EXHIBIT 4.2 CONSULTING AGREEMENT This Agreement is entered into this 15th day of November, 2001, by and between Unity Wireless Corporation, a Delaware corporation, having its principal place of business at 7438 Fraser Park Drive, Burnaby, British...Consulting Agreement • February 15th, 2002 • Unity Wireless Corp • Radiotelephone communications • Delaware
EXHIBIT 10.26 Warrantholder: Prior Warrant dated: Prior Warrant Shares: Prior Warrant Exercise Price: Aggregate Exercise Price: New Warrant Shares: THIS AGREEMENT entered into as of April __, 2004 between UNITY WIRELESS CORPORATION (the "Company") and...Agreement • May 13th, 2004 • Unity Wireless Corp • Radiotelephone communications • Delaware
Exhibit 10.20 UNITY WIRELESS CORPORATION SUBSCRIPTION AGREEMENT Unity Wireless Corporation Gentlemen: 1. Subscription a. The undersigned hereby subscribes for and agrees to purchase for CDN$350,000 (the "Commitment") (i) the number of shares set forth...Subscription Agreement • November 13th, 2003 • Unity Wireless Corp • Radiotelephone communications • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2006 • Unity Wireless Corp • Radiotelephone communications
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2006, among Unity Wireless Corporation, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SHARE PURCHASE AGREEMENT THIS AGREEMENT made as of the 16th day of November, 2000. AMONG: JOHN ROBERTSON, of # 203 - 728 Farrow St., Coquitlam, B.C. V3J - 3S6 ("Robertson") AND: MIRZA KASSAM, of 705-1075 Barclay Street, Vancouver, B.C. V6E 1G5...Share Purchase Agreement • December 4th, 2000 • Unity Wireless Corp • Non-operating establishments • British Columbia
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of UNITY WIRELESS CORPORATIONUnity Wireless Corp • March 30th, 2007 • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February ___, 2006 among Unity Wireless Corporation, 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”).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE ________________, 2009Unity Wireless Corp • December 20th, 2006 • 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”).
WARRANTUnity Wireless Corp • November 13th, 2003 • Radiotelephone communications • Delaware
SECURITY AGREEMENTSecurity Agreement • March 6th, 2006 • Unity Wireless Corp • Radiotelephone communications • New York
SECURITY AGREEMENT, dated as of February ___, 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% Senior Secured Debentures due February 2009 in the original aggregate principal amount of $_____ (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
PEEK AGREEMENT DISTRIBUTOR AGREEMENT THIS DISTRIBUTOR AGREEMENT (hereinafter referred to as the "Agreement") is entered into this 15th day of February 2000, by and between Sonic Systems Corporation, a British Columbia company, and Peek Traffic Systems...Distributor Agreement • April 3rd, 2000 • Sonic Systems Corp • Non-operating establishments • Florida
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.
EXHIBIT 4.2 CONSULTING AGREEMENT THIS AGREEMENT dated as of January 1, 2001. AMONG: MUELLER & COMPANY, INC. ("Mueller & Company") AND: IDEAS INC. ("Ideas") (Mueller & Company and Ideas collectively referred to herein as the "Consultant") AND: MARK...Consulting Agreement • April 2nd, 2001 • Unity Wireless Corp • Non-operating establishments • British Columbia
WARRANT TO PURCHASE _____________ COMMON STOCK OF THE COMPANY (SUBJECT TO ADJUSTMENT) (Void after February 11, 2010)Unity Wireless Corp • February 14th, 2005 • Radiotelephone communications • New York
THIS COMMON STOCK PURCHASE 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 February 11, 2005 (the “Initial Exercise Date”) and on or prior to the close of business on February 11, 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Unity Wireless Corporation, a Delaware corporation (the “Company”), up to ___________________ 1shares (the “Warrant Shares”) of common stock, par value $0.001 per share of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be $0.20 (the “Exercise Price”). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
ASSET PURCHASE AGREEMENT THIS AGREEMENT dated for reference the 30th day of December, 2000. BETWEEN: UNITY WIRELESS INTEGRATION CORPORATION (the "Vendor") AND: LYMA SALES & MANAGEMENT CORP. (the "Purchaser") AND: UNITY WIRELESS CORPORATION ("Unity")...Asset Purchase Agreement • January 16th, 2001 • Unity Wireless Corp • Non-operating establishments
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”).
ContractUnity Wireless Corp • March 30th, 2004 • Radiotelephone communications • Delaware
THIS WARRANT AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION THEREOF IS LEGALLY REQUIRED FOR SUCH TRANSFER OR SUCH TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS.
PURCHASE AGREEMENTPurchase Agreement • October 20th, 2006 • Unity Wireless Corp • Radiotelephone communications • Delaware
PURCHASE AGREEMENT dated July 17, 2006 by and among UNITY WIRELESS CORPORATION, a Delaware corporation having its Canada office at 438 Fraser Park Drive, Burnaby, BC Canada V5J 5B9 and its US office at 1313 East Maple Street, Suite 415, Bellingham Washington 98225 ("Unity Wireless" or “Unity”), CELLETRA LTD., an Israel corporation that has its principal office at Tavor Building #1, Yokneam Illit 20962 Israel (“Celletra” or the “Company”), and the persons who sign this Agreement as Principal Sellers (the “Principal Sellers”, and each, the "Principal Seller"). The Principal Sellers and all other person and entities specified in Schedule 1 (the "Additional Sellers") shall be referred to as the "Sellers" and each as a “Seller”).
UNITED STATES SUBSCRIBERSUnited States Subscribers • April 3rd, 2003 • Unity Wireless Corp • Radiotelephone communications • Delaware
PRIVATE PLACEMENT PURCHASE AGREEMENT dated November 20, 2002 by and among UNITY WIRELESS CORPORATION, a Delaware corporation having an office at 7438 Fraser Park Drive, Burnaby, BC, Canada V5J 5B9 (the "Company"), UNITY WIRELESS SYSTEMS CORPORATION, a British Columbia corporation that is wholly owned by the Company and has an office c/o of the Company (the "Subsidiary"), and each person or entity that signs this Agreement or a counterpart thereof as an "Investor" (each, an "Investor").
GENERAL SECURITY AGREEMENTGeneral Security Agreement • April 3rd, 2003 • Unity Wireless Corp • Radiotelephone communications • New Jersey
UNITY WIRELESS SYSTEMS CORPORATION., a British Columbia company whose business address is 7438 Fraser Park Drive, Burnaby, British Columbia, V5J 5B9;
EXHIBIT 3.1 BONUS SHARES ESCROW AND PLEDGE AGREEMENT THIS AGREEMENT dated the ____ day of December, 1998. AMONG: SONIC SYSTEMS CORPORATION, a Delaware corporation (the "Depositor ") AND: SONIC SYSTEMS CORPORATION Suite 101-1520 Rand Avenue Vancouver,...Shares Escrow and Pledge Agreement • March 6th, 2000 • Sonic Systems Corp • Non-operating establishments • Washington
SECURITY AGREEMENTSecurity Agreement • April 20th, 2005 • Unity Wireless Corp • Radiotelephone communications • New York
This Security Agreement (this “Agreement”) is entered into as of March 24, 2005 by and among Unity Wireless Corporation, a Delaware corporation (the “Company”), and each of the Parties listed on Exhibit B hereto (each, a “Secured Party” and together, the “Secured Parties”). Certain terms used in this Agreement have the meanings ascribed to them in the Convertible Note and Warrant Purchase Agreement dated as of March 24, 2005 by and among the Company and the parties signatory thereto (the “Purchase Agreement”).
UNITY WIRELESS CORPORATION CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT March 24, 2005Purchase Agreement • April 20th, 2005 • Unity Wireless Corp • Radiotelephone communications • New York
This Convertible Note and Warrant Purchase Agreement (the “Agreement”) is made as of the 24th day of March, 2005 by and between Unity Wireless Corporation, a Delaware corporation (the “Company”) and each of the entities or persons listed on Exhibit A-1 attached to this Agreement (each a “Holder” and together the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 29th, 2006 • Unity Wireless Corp • Radiotelephone communications • British Columbia
The undersigned (the “Subscriber”) hereby acknowledges that the Corporation is proceeding with a private placement of up to 33,333,333 units (the “Units”) at a price of $0.09 per Unit, each Unit consisting of one (1) share (“Share”) of Common Stock of the Corporation and one-half (1/2) of a Share Purchase Warrant (“Warrant”); each full Share Purchase Warrant will entitle the holder to purchase one (1) additional Share at a price of $0.10 per Share if exercised on or before the date that is five years after the date of the issuance of the Warrant. The Warrants shall have anti-dilution price protection on terms identical with such protection included in previous warrants issued by the Corporation. The Subscriber hereby tenders to the Corporation this subscription offer which, upon acceptance by the Corporation, will constitute an agreement of the Subscriber to subscribe for, take up, purchase and pay for and, on the part of the Corporation, to issue and sell to the Subscriber the number
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”).
CONSULTING AGREEMENTConsulting Agreement • February 20th, 2001 • Unity Wireless Corp • Non-operating establishments • British Columbia
The Client is a public company incorporated in Delaware and involved in the business of the commercialization of wireless technologies;
ContractAgreement • March 30th, 2004 • Unity Wireless Corp • Radiotelephone communications • Delaware
THIS AGREEMENT entered into on January ___, 2004 effective as of ___________, 2003 between UNITY WIRELESS CORPORATION (the "Company") and Beth Medrash Gevoha (“BMG”), being the holder of a demand promissory note dated _____ in the principal amount of $100,000 (the “Note”).
Unity Wireless 7438 Fraser Park Drive Burnaby, B.C. VSI SB9 September 27, 2000 Mr. John Robertson Ultratech Linear Solutions Inc. 4193 McConnell Drive Burnaby, B.C. V5A 317 Dear John:Unity Wireless Corp • October 4th, 2000 • Non-operating establishments
Further to our recent discussions, the purpose of this letter is to outline the manner in which Unity proposes to acquire the business of Ultratech. We recognize that the transaction will require further documentation and approvals, including a formal agreement setting forth terms and conditions of the proposed purchase (the "Purchase Agreement"). Nevertheless, we write this letter to evidence Unity's intention to proceed in good faith to complete work required to finalize the terms of a Purchase Agreement that are consistent with this letter.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 24th, 2008 • Unity Wireless Corp • Radiotelephone communications • British Columbia
UNITY WIRELESS SYSTEMS CORPORATION. a company incorporated under the laws of the Province of British Columbia having an office at 7438 Fraser Park Drive, Burnaby, B.C. V5J 5B9
8% SECURED PROMISSORY NOTEUnity Wireless Corp • December 20th, 2006 • 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”).
On Osprey Partners' Letterhead INVESTOR RELATIONS AGREEMENT Amendment 1 (Effective September 17, 2002)Investor Relations Agreement • April 3rd, 2003 • Unity Wireless Corp • Radiotelephone communications
The following sets forth the terms of "Amendment 1" to the Investor Relations Agreement between OSPREY PARTNERS ("Osprey") and Unity Wireless Corporation ("UTYW" or the "Company") which was originally entered into by the parties on April 10, 2002.
To: Unity Wireless Corporation and Avantry Ltd. Date: February 7, 2006Unity Wireless Corp • February 17th, 2006 • Radiotelephone communications
Avantry Ltd. (“Avantry”) proposes to enter into a merger agreement dated as of today (the “Agreement”) with Unity Wireless Corporation ("Unity Wireless") and Unity Wireless Microwave Systems Ltd. Capitalized terms used in this letter agreement have the meanings ascribed thereto in the Agreement.
WARRANTUnity Wireless Corp • August 15th, 2003 • Radiotelephone communications
Warrantholder: Prior Warrant Shares: Aggregate Exercise Price: New Warrant Shares:Unity Wireless Corp • March 30th, 2004 • Radiotelephone communications • Delaware
THIS AGREEMENT entered into as of January _________, between UNITY WIRELESS CORPORATION (the "Company") and the Warrantholder, being the holder of the warrant (the “Prior Warrant”) dated July 31, 2003 to purchase the Prior Warrant Shares.
ADDENDUM TO SECURED CONVERTIBLE NOTEUnity Wireless Corp • May 2nd, 2003 • Radiotelephone communications
WHEREAS Unity Wireless Corporation (a Delaware corporation) (hereinafter called the "Company"), and Unity Wireless Systems Corporation, a British Columbia corporation that is wholly owned by the Company (hereinafter called the "Subsidiary"), have granted a Secured Convertible Note in the principal sum of $______________ to ________________ (the "Holder"), such Secured Convertible Note being herein referred to as the "Note");
