EXHIBIT 10.2
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN
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.
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.
CONFIDENTIAL
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(Subscribers Resident in the United States)
TO:
Nexaira Wireless Inc. (the "Company")
Suite 1404, 510 West Hastings Street
Vancouver, BC
PURCHASE OF SHARES
1.
SUBSCRIPTION
1.1
ON THE BASIS OF THE REPRESENTATIONS
AND WARRANTIES AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE
UNDERSIGNED (THE "SUBSCRIBER") HEREBY IRREVOCABLY SUBSCRIBES FOR AND AGREES TO
PURCHASE COMMON SHARES (THE "SHARES") OF THE COMPANY AT A PRICE OF U.S.$0.10 PER
SHARE (SUCH SUBSCRIPTION AND AGREEMENT TO PURCHASE BEING THE "SUBSCRIPTION"),
FOR AN AGGREGATE PURCHASE PRICE AS SET OUT ON THE SIGNATURE PAGE OF THIS
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION PROCEEDS") WHICH IS TENDERED HEREWITH,
ON THE BASIS OF THE REPRESENTATIONS AND WARRANTIES AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN.
1.2
THE COMPANY HEREBY AGREES TO SELL, ON
THE BASIS OF THE REPRESENTATIONS AND WARRANTIES AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE SHARES TO THE SUBSCRIBER.
SUBJECT TO THE TERMS
HEREOF, THE SUBSCRIPTION AGREEMENT WILL BE EFFECTIVE UPON ITS ACCEPTANCE BY THE
COMPANY.
1.3
UNLESS OTHERWISE PROVIDED, ALL DOLLAR
AMOUNTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT ARE IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA.
2.
PAYMENT
2.1
THE SUBSCRIPTION PROCEEDS MUST
ACCOMPANY THIS SUBSCRIPTION AND SHALL BE PAID BY CERTIFIED CHEQUE OR BANK DRAFT
DRAWN ON A CANADIAN CHARTERED BANK AND MADE PAYABLE AND DELIVERED TO THE
COMPANY.
ALTERNATIVELY, THE SUBSCRIPTION PROCEEDS MAY BE WIRED TO THE COMPANY
OR ITS LAWYERS PURSUANT TO WIRING INSTRUCTIONS THAT WILL BE PROVIDED TO THE
SUBSCRIBER UPON REQUEST.
IF THE FUNDS ARE WIRED TO THE COMPANY'S LAWYERS, THOSE
LAWYERS ARE AUTHORIZED BY THE SUBSCRIBER TO IMMEDIATELY DELIVER THE FUNDS TO THE
COMPANY EVEN IF THE OFFERING OF THE SHARES TO THE SUBSCRIBER HAS NOT BEEN
CONSUMMATED.
2.2
THE SUBSCRIBER ACKNOWLEDGES AND
AGREES THAT THIS SUBSCRIPTION AGREEMENT, THE SUBSCRIPTION PROCEEDS AND ANY OTHER
DOCUMENTS DELIVERED IN CONNECTION HEREWITH WILL BE HELD ON BEHALF OF THE
COMPANY.
IN THE
- 2 -
EVENT THAT THIS SUBSCRIPTION AGREEMENT IS NOT ACCEPTED BY THE COMPANY FOR
WHATEVER REASON, WHICH THE COMPANY EXPRESSLY RESERVES THE RIGHT TO DO, WITHIN 45
DAYS OF THE DELIVERY OF AN EXECUTED SUBSCRIPTION AGREEMENT BY THE SUBSCRIBER,
THIS SUBSCRIPTION AGREEMENT,