EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT BY AND AMONG GIGABEAM CORPORATIONSecurities Purchase Agreement • February 3rd, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2006 • Gigabeam Corp • Radio & tv broadcasting & communications equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 21, 2006 among GigaBeam Corporation, a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
BACKGROUNDEmployment Agreement • July 14th, 2004 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • Delaware
RECITALSStock Pledge Agreement • February 3rd, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
COMMON STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock of GIGABEAM CORPORATIONGigabeam Corp • January 31st, 2008 • Radio & tv broadcasting & communications equipment • Delaware
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 December 31, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from GigaBeam Corporation, a Delaware corporation (the “Company”), up to ______ shares (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 equal to the Exercise Price, as defined in Section 2(b).
BACKGROUNDEmployment Agreement • July 14th, 2004 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 6th, 2008 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2008 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”).
ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE APRIL 30, 2010Gigabeam Corp • May 6th, 2008 • Radio & tv broadcasting & communications equipment • New York
THIS ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Secured Convertible Debentures of GigaBeam Corporation, a Delaware corporation, (the “Company”), having its principal place of business at 4021 Stirrup Creek Drive, Suite 400, Durham, North Carolina 27703, designated as its Original Issue Discount Secured Convertible Debenture due April 30, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
FORM OF UNDERWRITING AGREEMENT BetweenUnderwriting Agreement • September 9th, 2004 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
SECURITY AGREEMENTSecurity Agreement • May 6th, 2008 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
This SECURITY AGREEMENT, dated as of April 30, 2008 (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 Secured Original Issue Discount Convertible Debentures due April 30, 2010 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
OFGigabeam Corp • February 3rd, 2005 • Radio & tv broadcasting & communications equipment • New York
ARTICLE I PURCHASE, SALE AND TERMS OF NOTE AND WARRANTNote and Warrant Purchase Agreement • May 28th, 2004 • Gigabeam Corp • Delaware
RECITALSStrategic Alliance Agreement • April 15th, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • Virginia
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 6th, 2008 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
SUBSIDIARY GUARANTEE, dated as of April 30, 2008 (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 (together with their permitted assigns, 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.
COMMON STOCK PURCHASE WARRANT GIGABEAM CORPORATIONGigabeam Corp • May 6th, 2008 • Radio & tv broadcasting & communications equipment
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 April 30, 2013 (the “Termination Date”) but not thereafter, to subscribe for and purchase from GigaBeam Corporation, a Delaware corporation (the “Company”), up to ______ 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).
DEED OF INDUSTRIAL LEASE ------------------------ (TRIPLE NET)Gigabeam Corp • April 15th, 2005 • Radio & tv broadcasting & communications equipment
Exhibit 4.4 FORM OF WARRANT AGREEMENT Agreement made as of _________________, 2004, between GigaBeam Corporation, a Delaware corporation with offices at 14225-C Sullyfield Circle, Chantilly, Virginia 20151 ("Company"), and Continental Stock Transfer &...Warrant Agreement • September 9th, 2004 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
BACKGROUNDEmployment Agreement • July 14th, 2004 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 10.3 GENERAL SECURITY AGREEMENT THIS GENERAL SECURITY AGREEMENT (as amended, modified, supplemented and restated from time to time, the "Security Agreement") is made and entered into as of January 28, 2005 by and between GIGABEAM CORPORATION,...General Security Agreement • February 3rd, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
FORM OF UNDERWRITING AGREEMENT BetweenUnderwriting Agreement • July 14th, 2004 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
Exhibit 4.4 WARRANT AGREEMENT Agreement made as of October 19, 2004, between GigaBeam Corporation, a Delaware corporation with offices at 14225-C Sullyfield Circle, Chantilly, Virginia 20151 ("Company"), and Continental Stock Transfer & Trust Company,...Warrant Agreement • April 15th, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.14 FINANCIAL ADVISORY AGREEMENT AGREEMENT made the 13th day of October, 2004, by and between HCFP/Brenner Securities, LLC, a New York limited liability company, having an address at 888 Seventh Avenue, 17th Floor, New York, New York 10106...Financial Advisory Agreement • April 15th, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
WARRANTGigabeam Corp • August 6th, 2004 • Radio & tv broadcasting & communications equipment
is the registered holder of a Warrant or Warrants expiring ________, 2009 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.001 per share ("Shares"), of GigaBeam Corporation, a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on __________ ___, 2004, such number of Shares of the Company at the price of $5.05 per share, subject to adjustment, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the
MERGER, ACQUISITION AND OTHER BUSINESS ARRANGEMENT AGREEMENT -------------------------------------------Arrangement Agreement • April 15th, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
ARTICLE I PURCHASE, SALE AND TERMS OF NOTE AND WARRANTNote and Warrant Purchase Agreement • May 28th, 2004 • Gigabeam Corp • Delaware
WARRANT AGREEMENTWarrant Agreement • July 14th, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
Agreement made as of October 19, 2004, between GigaBeam Corporation, a Delaware corporation with offices at 14225-C Sullyfield Circle, Chantilly, Virginia 20151 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004, a New York corporation, (herein called “Warrant Agent”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 23rd, 2007 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated April 17, 2007, made by and among Gigabeam Corporation (the “Company”) and the holders of Company’s common stock signatory hereto (collectively, the “Pledgors”) in favor of Feldman Weinstein & Smith LLP (the “Agent”) and each of the holders of the Company’s 14% Secured Promissory Notes due, unless demanded earlier pursuant to the terms therein, December 31, 2007 (collectively, the “Pledgees”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2008 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • North Carolina
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of January 31, 2008 by and between GigaBeam Corp. a Delaware company with its principal office at 4021 Stirrup Creek Drive, Suite 400, Durham, NC 27703 (the “Company), and S. Jay Lawrence (“Employee”).
ContractGigabeam Corp • December 7th, 2005 • Radio & tv broadcasting & communications equipment • New York
THIS PURCHASE OPTION HAS BEEN ACQUIRED FOR INVESTMENT. THIS PURCHASE OPTION AND THE SHARES ISSUABLE UPON EXERCISE OF THIS PURCHASE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SHARES LAWS. THIS PURCHASE OPTION AND THE SHARES ISSUABLE UPON EXERCISE OF THIS PURCHASE OPTION MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
W I T N E S S E T HThe Strategic Alliance Agreement • August 6th, 2004 • Gigabeam Corp • Radio & tv broadcasting & communications equipment
GigaBeam Letterhead]Gigabeam Corp • July 14th, 2005 • Radio & tv broadcasting & communications equipment
This letter confirms our agreement with respect to our retention of you to provide business consulting services and advice relating to us or relating to the telecommunications industry during the next 12 months. Upon our request, you agree to make available the services of your employees from time to time as you determine to be appropriate. As consideration for entering into this letter agreement, we are (i) paying to you a nonrefundable fee of $120,000 in cash on the date hereof and (ii) issuing to you on the date hereof (a) a purchase option, exercisable to purchase up to 17,550 shares of our common stock (the “Option Shares”) on the terms set forth on Exhibit A hereto and (b) a warrant (the “Warrant”), substantially identical to the warrants issued in our January/February 2005 financing to purchase 17,550 shares of our common stock (such shares, together with the Option Shares and Warrants, as long as they are not covered by a registration statement effective under the Securities Ac
GIGABEAM CORPORATIONGigabeam Corp • January 31st, 2008 • Radio & tv broadcasting & communications equipment
This letter confirms our understanding and acknowledgement that the Securities Purchase Agreement, dated August 16, 2007, and the transactions contemplated thereunder, are hereby terminated pursuant to Section 5.1 therein as a result of the closing of said transaction failing to close on or before August 31, 2007 as well as the mutual understanding and agreement of the parties thereto. As such, the obligations of GigaBeam Corporation (the “Company”) under the 14% Secured Debenture issued pursuant to the Securities Purchase Agreement, dated May 22, 2007 (the “Purchase Agreement”), was not paid off pursuant to such agreement and remains outstanding pursuant to the terms thereunder and in full force and effect. Furthermore, the Company agrees that certain cash advances made by Midsummer Investment, Ltd. (“Midsummer”) on or about August 16, 2007 in the amount of $500,000 and on or about November 30, 2007 in the amount of $400,000 shall be evidenced by the issuance by the Company of 14% Pro
WARRANT AGREEMENTWarrant Agreement • May 5th, 2005 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • Delaware
Agreement made as of January 28, 2005 effective as of the OTC Listing Date (as hereinafter defined) between GigaBeam Corporation, a Delaware corporation, with offices at 470 Springpark Place, Suite 900, Herndon, Virginia 20170 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Back to ContentsStock Pledge Agreement • September 9th, 2004 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • New York
STOCK PLEDGE AGREEMENT dated as of September 3, 2004 (as amended, modified, supplemented or restated, the “Agreement”), executed in favor of AMERISTOCK CORP., a California corporation (the “Pledgee”) by each of LOUIS S. SLAUGHTER, an individual (“Slaughter” or a “Pledgor”) and BITTERSWEET HOLDINGS LLC, a Delaware limited liability company (“Bittersweet” or a “Pledgor”, and together with Slaughter, collectively, the “Pledgors”).
AGREEMENT AND RELEASEAgreement and Release • April 28th, 2008 • Gigabeam Corp • Radio & tv broadcasting & communications equipment • Massachusetts
This Agreement and Release ("Agreement") is made by and between GigaBeam Corporation (the "Company") and Louis S. Slaughter ("Director") as of April 25, 2008 (the “Effective Date”).
