AirTouch Communications, Inc.
Jerome Kaiser, CFO
(949) 825-6572
jkaiser@airtouchjapan.com
www.airtouchjapan.com

Wolfe Axelrod Weinberger Associates, LLC
Stephen D. Axelrod, CFA/Adam Lowensteiner
(212) 370-4500, (212) 370-4505
steve@wolfeaxelrod.com, adam@wolfeaxelrod.com

Waxess Holdings,  Inc. Announces Closing of First Tranche of PIPE Financing 

NEWPORT BEACH, California – July 18, 2011 – Waxess Holdings,Inc.,(in process of changing its name to AirTouch Communications, Inc.) announced that it has closed the first tranche of a PIPE financing.

Waxess Holdings entered into subscription agreements with certain investors whereby it sold an aggregate of 125.1 Units, with each Unit consisting of 12,500 of the Company’s common stock and one  two-year warrant to purchase 12,500 additional shares of Common Stock at an exercise price of $3.00 per share for a per Unit purchase price of $25,000 and an aggregate gross proceeds  of $3,127,500.

Waxess Holdings has entered into registration rights agreements with the Investors, pursuant to which the Company has agreed to file a “resale” registration statement with the SEC within 45 days from the final closing date of the Offering, covering all shares of the Common Stock sold in the Offering, including the shares of Common Stock underlying the Warrant and the shares of  Common Stock underlying the warrants issued to the placement agent(s).

The Company has agreed to maintain the effectiveness of the registration statement from its effectiveness date through and until 12 months after the Closing Date unless all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144. The Company has agreed to use its reasonable best efforts to have the registration statement declared effective within 180 days from the Closing Date.

Waxess Holdings anticipates that it will have further closings before the end of July 2011 contributing several additional millions that will be used to fund research and development activities, marketing, for working capital as well as general corporate purposes.

Dawson James Securities is acting as the sole lead placement agent for these transactions.

Commenting on the financing, Mr. Jerome Kaiser, Chief Financial Officer of Waxess Holding, stated, “We are very pleased that our PIPE transaction has met with a strong reception and vote of confidence from current and new investors who recognize the exciting dynamics of our plan to converge wireless and landline communications.  The funds will allow Waxess Holdings to execute its strategic plan and build value for its shareholders.”

About Waxess Holdings, Inc. (in process of changing its name to AirTouch Communications, Inc.)

Waxess holdings is engaged in the development and marketing of patented telecommunications devices capable of converging traditional landline, cellular and data services and much more. We currently hold three patents for our unique combination of cordless telephone technology and wireless signal amplification which enables consumers and business to access voice, high speed video, and data over the cellular wireless network.

Forward-Looking Statement

These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology.  These statements are only predictions based on our current expectations and projections about future events.  You should not place undue reliance on these statements.  Actual events or results may differ materially.  In evaluating these statements, you should specifically consider various factors, including the risks outlined under “Risk Factors” in our Private Placement Memorandum.  These and other factors may cause our actual results to differ materially from any forward-looking statement.  We undertake no obligation to update any of the forward-looking statements after the date of this presentation to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law. 

###

The Company is obligated to pay the Investors a fee of 3% per month of the Investors’ investment, payable in cash or shares of Common Stock (at the Company’s discretion), for every thirty (30) day period up to a maximum of 10%, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Deadline that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided further, the Company registers at such time the maximum number of shares of common stock permissible upon consultation with the staff of the SEC.  

The Warrants may be exercised until the second anniversary of their issuance at a cash exercise price of $3.00 per share, subject to adjustment.  If at any time after 12 months from the date of issuance of the Warrant there is no effective registration statement registering the resale of the Common Stock underlying the Warrants, the Warrants may, during such period, be exercised on a “cashless” basis.  During the period beginning on the original date of issuance of the Warrant and ending on the earlier to occur of (i) the first anniversary date of the original issuance date and (ii) the date there is an effective registration statement on file with the SEC covering the resale of all of the Common Stock issued as part of the Units and underlying the Warrants, the Company issues or sells any shares of Common Stock or securities convertible into Common Stock (other than an “Exempt Issuance”, as defined in the Warrant) for consideration less than a price equal to $2.00 (the “New Issuance Price”), then the exercise price of the Warrant shall be reduced to an amount equal to New Issuance Price multiplied by 1.5.

During the period from the date of the initial closing (the “Initial Closing Date”) of the Offering until the earlier of (x) twelve months following the Initial Closing Date or (y) the date that the resale registration statement covering the shares of Common Stock included within the Units sold in the Offering and the shares of Common Stock underying the Warrants is declared effective, if the Company issues or grants any shares of Common Stock or any warrants or other convertible securities pursuant to which the shares of Common Stock may be acquired at a per share price less than $2.00 (the “Lower Price”), other than an Exempt Issuance, then the Company shall be obligated to issue additional shares of Common Stock to the Investors in the Offering in an amount sufficient that the total number of shares of Common Stock issued to the Investors will result in an effective price per share paid by the Investor equal to such Lower Price.

In connection with the Offering, the Company paid aggregate placement agent fees consisting of (i) $344,005 and (ii) issued three year Warrants to purchase that a number of Units equal to 9% of the Units sold in the offering, with the same terms as the Warrants issued to the Investors, except as otherwise noted.

###