SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2017 • Dragonwave Inc • Radiotelephone communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 14, 2017, between Dragonwave Inc., a corporation existing under the federal laws of Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF JANUARY 29, 2009 BETWEEN DRAGONWAVE INC. AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENTShareholder Rights Plan Agreement • October 14th, 2009 • Dragonwave Inc • Radiotelephone communications • Ontario
DRAGONWAVE INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2016 • Dragonwave Inc • Radiotelephone communications • New York
The undersigned, DragonWave Inc., a corporation existing under the federal laws of Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of the DragonWave Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with any underwriter named in Schedule I hereto (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) for which H.C. Wainwright & Co., LLC is acting as representative (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON SHARE PURCHASE WARRANT DRAGONWAVE INC.Dragonwave Inc • March 15th, 2017 • Radiotelephone communications
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (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 September 18, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Dragonwave Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), up to common shares of the Corporation (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one common share of the Company (a “Common Share”) shall be equal to the Exercise Price, as defined in Section 2(b).
LONG-TERM COMMON SHARE PURCHASE WARRANT DRAGONWAVE INC.Common Share Purchase Warrant • August 8th, 2016 • Dragonwave Inc • Radiotelephone communications • Ontario
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (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 August 8, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Dragonwave Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), up to common shares of the Corporation (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one common share of the Company (a “Common Share”) shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Long-Term Warrants comprising part of the Units issued pursuant to (i) that certain underwriting agreement dated August 3, 2016 between the Company a
UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2014 • Dragonwave Inc • Radiotelephone communications • Ontario
EMPLOYMENT AGREEMENTEmployment Amending Agreement • July 7th, 2016 • Dragonwave Inc • Radiotelephone communications • Ontario
WHEREAS the Corporation wishes to employ the Executive and the Executive wishes to be employed by the Corporation on the terms and conditions hereinafter provided;
DRAGONWAVE INC. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant AgentDragonwave Inc • August 1st, 2014 • Radiotelephone communications • Ontario
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
Date: June 28, 2012Dragonwave Inc • July 7th, 2016 • Radiotelephone communications
REVOLVING CREDIT AGREEMENT Made as of June 1, 2012 Between DragonWave Inc. (“Borrower”) and COMERICA BANK (“Administrative Agent” and “Lender”) and EXPORT DEVELOPMENT CANADA (“Lender”)Revolving Credit Agreement • June 8th, 2017 • Dragonwave Inc • Radiotelephone communications • London
This Revolving Credit Agreement (“Agreement”) is made as of the 1st day of June, 2012, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”) and DragonWave Inc., as borrower (the “Borrower”).
AMENDED AND RESTATED MASTER ACQUISITION AGREEMENT DATED AS OF 3 MAY 2012 BY AND BETWEEN NOKIA SIEMENS NETWORKS B.V. - AND — DRAGONWAVE INC. - AND — DRAGONWAVE S.A.R.L.Master Acquisition Agreement • May 11th, 2012 • Dragonwave Inc • Radiotelephone communications • England and Wales
THIS AMENDED AND RESTATED MASTER ACQUISITION AGREEMENT (this “Agreement”) is entered into on 3 May 2012, by and between Nokia Siemens Networks B.V., a Dutch company with a registered office at Werner von Siemestraat 7, 2712PN Zoetermeer, the Netherlands (the “Seller”) and DragonWave Inc., a Canadian corporation with a registered office at 411 Legget Drive, Ottawa, Ontario, Canada (“DragonWave”) and DragonWave S.à.r.l., a société à responsabilité limitée formed under the Laws of Luxembourg having a registered office at 9B Boulevard Prince Henri, L-1724 Luxembourg (the “Purchaser”). This Agreement amends and restates the Master Acquisition Agreement entered into on 4 November 2011 (the “Prior Agreement”), by and between the Seller, DragonWave and the Purchaser. Certain other capitalized terms used in this Agreement are defined in the appended Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2016 • Dragonwave Inc • Radiotelephone communications • Ontario
WHEREAS the Company wishes to amend the employment of the Executive and the Executive wishes to accept the amendments by the Company on the terms and conditions hereinafter provided;
WARRANT INDENTUREWarrant Indenture • July 29th, 2016 • Dragonwave Inc • Radiotelephone communications • Ontario
REVOLVING CREDIT AGREEMENT Made as of June 1, 2012 Between DragonWave Inc. (“Borrower”) and COMERICA BANK (“Administrative Agent” and “Lender”) and EXPORT DEVELOPMENTRevolving Credit Agreement • July 7th, 2016 • Dragonwave Inc • Radiotelephone communications • Ontario
This Revolving Credit Agreement (“Agreement”) is made as of the 1st day of June, 2012, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”) and DragonWave Inc., as borrower (the “Borrower”).
