EXHIBIT 10.3
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.
"UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE 1933 ACT.
UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE
SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE
CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S.
OVER-THE-COUNTER MARKET ARE MET
DEBT CONVERSION AGREEMENT
(Canadian Subscriber)
TO:
Nexaira Wireless Inc. (the "Company")
Suite 1404, 510 West Hastings Street
Vancouver, British Columbia, Canada
V6B 1L8
WHEREAS:
A.
Effective February 23, 2010, Nexaira
Wireless Inc.
(the "Company"), entered into an assumption agreement (the
"Assumption Agreement") with the Company's wholly-owned subsidiary, NexAira,
Inc. ("NexAira"), and 0793296 B.C. Ltd. (the "Subscriber"), pursuant to which
the Company agreed to assume debt in the amount of $350,000 (the "Indebtedness")
owed by NexAira to the Subscriber; and
B.
The Subscriber has agreed to convert
the Indebtedness into units of the Company pursuant to the terms and conditions
of this Agreement.
NOW THEREFORE this Agreement witnesses that for and in consideration of the
mutual covenants, agreements, representations and warranties in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
is acknowledged by each party, the parties agree as follows:
1.
ACKNOWLEDGMENT OF DEBT
1.1
THE COMPANY AND THE SUBSCRIBER
ACKNOWLEDGE AND AGREE THAT, AS OF THE DATE OF THIS AGREEMENT, THE COMPANY IS
INDEBTED TO THE SUBSCRIBER IN THE AMOUNT OF THE INDEBTEDNESS.
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2.
SUBSCRIPTION AND RELEASE
2.1
ON THE BASIS OF THE REPRESENTATIONS
AND WARRANTIES AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE
SUBSCRIBER HEREBY IRREVOCABLY AGREES TO CONVERT THE INDEBTEDNESS INTO UNITS
(EACH, A "UNIT") AT A CONVERSION PRICE OF US$0.50 PER UNIT, WITH EACH UNIT
CONSISTING OF ONE COMMON SHARE IN THE CAPITAL OF THE COMPANY (EACH, A "SHARE")
AND ONE COMMON SHARE PURCHASE WARRANT (EACH, A "WARRANT") SUBJECT TO
ADJUSTMENT.
EACH WARRANT SHALL BE NON-TRANSFERABLE.
EACH WARRANT SHALL ENTITLE
THE HOLDER THEREOF TO PURCHASE ONE COMMON SHARE IN THE CAPITAL OF THE COMPANY
(EACH, A "WARRANT SHARE"), AS PRESENTLY CONSTITUTED,