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”).
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”).
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).
