AirTouch Communications, Inc. Sample Contracts

WAXESS HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • February 9th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Delaware

This Director and Officer Indemnification Agreement, dated as of February 4, 2011 (this “Agreement”), is made by and between Waxess Holdings, Inc., a Delaware corporation (the “Company”), and _______ (the “Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 13th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ ___, 2011, among Waxess Holdings, Inc., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).

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AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG WAXESS HOLDINGS, INC. WAXESS ACQUISITION CORP. and WAXESS USA INC. Dated as of February 4, 2011
Agreement of Merger and Plan of Reorganization • February 9th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on February 4, 2011, by and among Waxess Holdings, Inc., a Delaware corporation (“Parent”),Waxess Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Waxess USA, Inc., a California corporation (the “Company”).

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FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 9th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between Waxess Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Waxess Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”).

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WAXESS HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 9th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 20__ (the “Grant Date”), is between Waxess Holdings, Inc., a Delaware corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Waxess Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”).

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WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE
Waxess Holdings, Inc. • July 13th, 2011 • Wholesale-beer, wine & distilled alcoholic beverages

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 5th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York

SUBSCRIPTION AGREEMENT made as of this ___ day of ____________, 2011, between Waxess Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).

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WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • March 21st, 2012 • AirTouch Communications, Inc. • Telephone & telegraph apparatus • California

THIS WARRANT EXCHANGE AGREEMENT (the “Agreement”), dated as of January 23, 2012, between AirTouch Communications, Inc., a Delaware corporation (the “Company”), and Brightpoint, Inc. (“Holder”).

Sample 1
AIRTOUCH COMMUNICATIONS, INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • March 21st, 2012 • AirTouch Communications, Inc. • Telephone & telegraph apparatus • California

This RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 26, 2011 (the “Effective Date”) is entered into by and between AirTouch Communications, Inc., a Delaware corporation (“PURCHASER”) and Mr. Fujita Takahiro (“SELLER”).

Sample 1
SUBSCRIPTION AGREEMENT
Subscription Agreement • July 13th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York

SUBSCRIPTION AGREEMENT made as of this ___ day of ____________, 2011, between Waxess Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).

Sample 1
ENGINEERING SERVICES AGREEMENT
Engineering Services Agreement • March 21st, 2012 • AirTouch Communications, Inc. • Telephone & telegraph apparatus • California

This Agreement (“Agreement”) executed as of November 1, 2011 (“Contract Date”), by and between AirTouch, Inc. (“Company”) and AirTouch Labs, Inc, (“Contractor”).

Sample 1
WAXESS RESEARCH & DEVELOPMENT, INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • March 21st, 2012 • AirTouch Communications, Inc. • Telephone & telegraph apparatus • California
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WAXESS RESEARCH & DEVELOPMENT, INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • March 21st, 2012 • AirTouch Communications, Inc. • Telephone & telegraph apparatus • California

This RESTRICTED STOCK PURCHASE AGREEMENT. dated as of April 15, 2011 (the “Agreement”) is entered into by and between Waxess USA. Inc_ (“PURCHASER”) and Waxess Research & Development. Inc., a California corporation (“SELLER”).

Sample 1
AIRTOUCH COMMUNICATIONS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 21st, 2012 • AirTouch Communications, Inc. • Telephone & telegraph apparatus • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between AirTouch Communications, Inc., a Delaware corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the AirTouch Communications, Inc. 2012 Equity Incentive Plan (the “Plan”).

Sample 1
AIRTOUCH COMMUNICATIONS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT
Form of Incentive Stock Option Agreement • March 21st, 2012 • AirTouch Communications, Inc. • Telephone & telegraph apparatus • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 20__ (the “Grant Date”), is between AirTouch Communications, Inc., a Delaware corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the AirTouch Communications, Inc. 2012 Equity Incentive Plan (the “Plan”).

Sample 1
Amended and Restated License Agreement
License Agreement • September 29th, 2011 • AirTouch Communications, Inc. • Telephone & telegraph apparatus • California

This Amended and Restated License Agreement (the “Agreement”), which amends and restates that certain License Agreement between the parties hereto dated as of April 29, 2011 (the “Original Agreement”), is entered into as of July 12, 2011, by and between JMM Lee Properties, having its principal office at 2807 Antigua Dr., Burbank, CA 91504 (“Licensor”), and Waxess Holdings, Inc., having its principal office at 1401 Dove Street, Suite 220, Newport Beach, CA 92660 (“Licensee,” and collectively with Licensor, the “Parties”).

Sample 1
GLOBAL MASTER DISTRIBUTION AND SERVICES AGREEMENT
Joinder Agreement • March 21st, 2012 • AirTouch Communications, Inc. • Telephone & telegraph apparatus • New York

THIS GLOBAL MASTER DISTRIBUTION AND SERVICES AGREEMENT (“Agreement”) is made effective as of July 23, 2010 (“Effective Date”), by and between Brightpoint, Inc., an Indiana corporation, with its principal place of business at 7635 Interactive Way, Suite 200, Indianapolis, Indiana 46278 on behalf of itself and its affiliates (collectively, “Brightpoint”), and Waxess USA Inc., a California corporation, on behalf of itself and its affiliates, with its principal place of business at 1401 Dove Street, Suite 200, Newport Beach, California 92660 (“Waxess”). For purposes of this Agreement, Brightpoint and Waxess are sometimes referred to individually as a “Party” and collectively as the “Parties”.

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