SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2010 • Nexaira Wireless Inc. • Communications equipment, nec
10% CONVERTIBLE NOTE DUE JULY 31, 2011 OF NEXAIRA WIRELESS INC.Nexaira Wireless Inc. • August 26th, 2010 • Communications equipment, nec • New York
THIS NOTE (“Note”) is one of a duly authorized issue of Notes of NEXAIRA WIRELESS INC., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 10% Convertible Notes Due July 31, 2011 (“Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) which does not exceed Four Hundred Thousand U.S. Dollars (U.S. $400,000) (the “Notes”).
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED FOR RESALE WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Nexaira Wireless Inc. • August 26th, 2010 • Communications equipment, nec
THIS WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE WARRANT IN THE EVENT OF A PARTIAL EXERCISE. AS A RESULT, FOLLOWING ANY EXERCISE OF ANY PORTION OF THIS WARRANT, THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY BE EXERCISED MAY BE LESS THAN THE NUMBER OF SHARES SET FORTH BELOW.
GUARANTYNexaira Wireless Inc. • August 26th, 2010 • Communications equipment, nec • New York
GUARANTY, dated as of August 20, 2010, made by NEXAIRA, INC., a California company, and NEXAIRA WIRELESS (BC) LTD., a British Columbia company (collectively, the “Guarantors” and each a “Guarantor”), in favor of GEMINI MASTER FUND, LTD. (the “Holder”).
