Exhibit 10.20
UNITY WIRELESS CORPORATION
SUBSCRIPTION AGREEMENT
Unity Wireless Corporation
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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
below of Common Stock, par value US$0.001 per share (the "Shares"),
of Unity Wireless Corporation (the "Company"), a Delaware
corporation, and (ii) warrants in the form of Exhibit A ("Warrants")
to purchase the number of shares ("Warrant Shares") set forth below.
Purchases shall be made in two installments at the purchase prices
provided hereinafter. The Shares, the Warrants and the Warrant
Shares are referred to herein as the "Securities."
2. Installments
a. As the first installment, the undersigned tenders herewith a
CDN$150,000 cheque payable to the order of Unity Wireless
Corporation. The CDN$150,000 paid by the undersigned on the date
hereof constitutes the purchase price for
i. 833,333 Shares at CDN$0.18 (US$0.13) per Share; and
ii. Warrants to purchase 416,667 Shares at an exercise price of
CDN$0.36 (US$0.26) per Warrant Share, each such Warrant
entitling the undersigned to purchase one additional Share of
the Company at any time until August 7, 2005.
b. As the second installment, the undersigned shall invest the
CDN$200,000 balance of his total Commitment hereunder within 15 days
of the receipt by him of a written notice from the Company stating
that the holders of all outstanding convertible notes of the Company
have converted their notes into Common Stock of the Company on such
terms as the noteholders and the Company shall agree. Such
CDN$200,000 shall be deemed the purchase price for
i. that number of Shares as shall be purchasable at a price which
is equal to 80% of the average closing price of the Company's
shares on Nasdaq during the 10 trading days immediately
preceding the date of the notice referred to in 2 (b) above;
and
ii. Warrants to purchase half (1/2) the number of Shares referred
to in 2 (b)(i) above at an exercise price per Warrant Share
which is equal to twice the price referred to in 2 (b)(i)
above, each such Warrant entitling the undersigned to purchase
one additional Share of the Company at any time until December
31, 2005.
c. The Company and the undersigned may in their discretion reach an
agreement on the investment by the undersigned of CDN$300,000 in
additional funds for additional Shares.
3. Restrictions
a. The undersigned understands that the Securities have not been
registered under the Securities Act of 1933, as amended (the "Act")
or any state or foreign securities laws. The Company has no
obligation to register the Securities, or to assist in complying
with any exemption from registration. The undersigned agrees not to
sell or otherwise transfer ("Transfer") any of the Securities in the
absence of an effective registration statement under the Act or an
opinion of counsel satisfactory to the Company that such Transfer
does not require such registration under the Act and will not be in
violation of applicable state securities laws.
b. The restrictions on Transfer with respect to the Securities provided
for in this Section shall apply to any securities issued in respect
of the Securities (by way of stock split, dividend or otherwise).
4. Each of the Company and its wholly-owned subsidiary, Unity Wireless
Systems Corp. ("UWSC"), hereby acknowledges, represents, warrants to, and
agrees with, the Subscriber as follows:
a. Each of the Company and UWSC have been duly incorporated and
organized and are valid and subsisting corporations under the laws
of their respective jurisdictions of incorporation, and are duly
qualified to carry on business in the Province of British Columbia
and in each other jurisdiction, if any, wherein the carrying out of
the activities contemplated makes such qualifications necessary.
b. The Company has the full corporate right, power and authority to
execute this Agreement and to issue the Securities to the
undersigned pursuant to the terms of this Agreement.
c. This Agreement constitutes a binding and enforceable obligation of
the Company, enforceable in accordance with its terms.
d. The Shares and the Warrant Shares, when allotted and issued, will be
fully paid and non-assessable.
e. There is no suit, action, claim, investigation or inquiry by any
person or entity or any administrative agency or governmental body,
and no legal, administrative or arbitration proceeding pending, or
to the Company's or UWSC's knowledge, threatened against the Company
or UWSC which has or will materially affect the Company's ability to
consummate the transactions herein contemplated.
f. the Company is a reporting issuer as defined in Regulation S and is
not in default of any of its reporting obligations under the Act and
the United States Securities Exchange Act of 1934, as amended, the
rules and regulations of the U.S. Securities and Exchange Commission
thereunder and the securities laws of the states and other
jurisdictions of the United States, and the Shares are listed and
eligible for trading over-the-counter on the Bulletin Board under
the trading symbol "UTYW.OB".
5. The undersigned hereby acknowledges, represents and warrants to, and
agrees with, the Company as follows:
a. The undersigned is acquiring and will acquire the Securities for the
undersigned's own account, for investment purposes only, and not
with a view to or for or in connection with the resale, public
distribution or fractionalization thereof, in whole or in part.
b. The undersigned meets the standards of an "Accredited Investor" set
forth under
Rule 501(a) of Regulation D under the Act and has such knowledge and
experience in financial and business matters that the undersigned
with the assistance of the undersigned's representatives and/or
advisors, is capable of evaluating the merits and risks of an
investment in the Shares.
c. The certificates representing the Shares will bear a legend in
substantially the following form:
i. "The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares may
not be offered, sold, transferred, or otherwise disposed of
except pursuant to an effective registration statement under
that Act and under any applicable state securities laws unless
prior to such disposition the issuer is furnished with an
opinion of counsel, in form and substance satisfactory to the
issuer, that the proposed transaction will be exempt from such
registration."
6. MISCELLANEOUS
a. The completion of the transactions contemplated in this Agreement is
conditional upon (i) the Company obtaining all necessary regulatory
approvals in the United States and in Canada with respect to the
transactions contemplated herein; and (ii) the Company and the
undersigned concluding a definitive stock option agreement, as
contemplated in the letter agreement entered into between the
parties hereto on August 4, 2003.
b. Neither this Agreement nor any provisions hereof shall be modified,
discharged or terminated except by an instrument in writing signed
by the party against whom any waiver, change, discharge or
termination is sought.
c. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by standard mail,
by facsimile or other means of electronic communication or by
hand-delivery. Notice of any change of address shall also be
governed by this paragraph. In the event of a general discontinuance
of postal service due to strike, lock-out or otherwise, notices or
other communications shall be delivered by hand or sent by facsimile
or other means of electronic communication. Notices and other
communications shall be addressed as follows:
If to Unity Wireless Corporation:
0000 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Facsimile Number: (000) 000-0000
Email: xxxxx@xxxxxxxxxxxxx.xxx
If to Myer Bentob:
0000 Xxxxx-Xxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Facsimile Number: (000) 000-0000
Email: xxxxxxx@xxxxxxxxx.xxx
d. Except as otherwise provided herein, this Agreement shall bind and
benefit the parties hereto and their heirs, executors,
administrators, successors, legal representatives and permitted
assigns.
e. This instrument contains the entire agreement of the parties, and
there are no representations, covenants or other agreements with
respect to the subject matter hereof except as stated or referred to
herein.
f. This Agreement is not transferable or assignable by the undersigned.
g. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware applicable to contracts made and
to be performed entirely within such state. The courts sitting in
British Columbia shall have exclusive jurisdiction over all matters
relating to this Agreement. Trial by jury is expressly waived.
SIGNATURE PAGE
The undersigned has read and executed this Agreement on August 7, 2003.
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Myer Bentob
Print Name of Subscriber
(000) 000-0000 205 197 486
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Telephone Number Social Security/Tax ID Number(s)
Set Forth Address Below:
000 Xxxxxxxxxxxx Xxxx.
Xxxxxxxxxxxx, Xxxxxx
X0X 0X0
Approved:
UNITY WIRELESS CORPORATION
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Xxxx Xxxxx
Chief Executive Officer
