Exhibit 10.23
SHARE EXCHANGE AGREEMENT
1. PARTIES
1.1 Wireless Age Communications Inc. (the "Wireless Age")
1.2 L&M Specialties Inc. (the "L&M")
1.3 Azonic Corporation (the "Azonic")
2. RECITALS
2.1 This agreement sets out the terms and conditions by which
Wireless Age agrees to exchange shares of its common stock
with common shares of Azonic owned by L&M.
3. EXCHANGE OF SHARES
3.1 Wireless agrees to exchange two hundred twenty-five thousand
(225,000) newly issued restricted shares of its common stock
for four hundred thousand (400,000) restricted common shares
of Azonic currently owned by L&M.
3.2 Wireless Age agrees to include the 225,000 shares of its
common stock issued to L&M in the SB2 Registration Statement
it is currently filing with the Securities and Exchange
Commission (the "Registration Statement").
3.3 Wireless Age agrees to pay a penalty of $5,000 to L&M if the
Registration Statement is not declared effective within 45
days of Closing Date.
3.4 Wireless Age further more agrees to pay an additional $5,000
penalty for each successive 30 day period following the
initial 45 days after closing. For further clarity the
additional penalties, if any, shall be earned on the 76th,
106th, etc. day after Closing Date.
3.5 Wireless Age and L&M acknowledge that the effectiveness of the
Registration Statement is somewhat beyond the control of
Wireless Age, due to increased levels of scrutiny by the SEC,
and agree that the total of all penalties shall not exceed
$30,000.
3.6 The effective date of closing of the share exchange
contemplated herein shall be January 12, 2005 (the "Closing
Date"). Upon the closing, the transfer of shares shall be
effective from and after the effective date of closing.
3.7 The obligation of Wireless Age to complete this agreement is
subject to the representations and warranties of L&M being
true in all material respects now and on the Closing Date.
4. REPRESENTATIONS AND WARRANTIES
Representations and Warranties of L&M
4.1 L&M represents and warrants as of the date of execution of
this agreement, and as of the Closing Date, as follows:
4.1.1 L&M is duly incorporated and validly subsisting under
the laws of the State ______.
4.1.2 L&M has full right, power and capacity to enter into
this agreement and perform the obligations contained
herein.
4.1.3 The execution and delivery of this agreement and the
consummation of the transaction contemplated herein,
have been duly authorized, executed, and delivered by
proper corporate action of L&M.
4.1.4 This agreement is valid and binding as against L&M,
enforceable against such parties in accordance with its
terms, except as the enforceability thereof may be
limited by applicable bankruptcy, insolvency,
moratorium, reorganization or other laws of general
application affecting the enforcement of creditors
rights or by general principles of equity.
4.1.5 The execution, delivery, or performance of L&M of this
agreement, or compliance with the terms and provisions
of this agreement, or the consummation of the
transaction contemplated by this agreement will not:
a) to the best of the knowledge of L&M, without
investigation, contravene any applicable law,
statute, rule, regulation, order, writ,
injunction, or decree of any Federal, state or
local government, court or governmental
department, commission, board, bureau, agency, or
instrumentality;
b) conflict or be inconsistent with, or result in any
breach of any of the terms, covenants, conditions,
or provisions of, or constitute a default (either
immediately or without notice or the passage of
time or both) under any indenture, mortgage, deed
of trust, credit agreement, or instrument or any
other material agreement or instrument to which
any of L&M is a party or by which it may be bound
or to which and of the foregoing may be subject;
or
c) violate any provisions of the charter documents or
bylaws or other constituting document of any of
L&M.
4.1.6 L&M is the legal and beneficial owner of 400,000 Azonic
common shares free of any encumbrances.
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4.1.7 L&M IS AN ACCREDITED INVESTOR AS SUCH TERM IS DEFINED
UNDER REGULATION D OF THE SECURITIES ACT OF 1933.
4.1.8 L&M (i) HAS SUFFICIENT KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCE TO CAPABLY EVALUATE
INFORMATION CONCERNING AN INVESTMENT IN THE COMPANY,
(ii) HAS HAD AN OPPORTUNITY TO REVIEW THE COMPANY'S
PUBLICLY FILED REPORTS, AND TO ASK DETAILED QUESTIONS
AND RECEIVE SATISFACTORY ANSWERS FROM REPRESENTATIVES OF
THE COMPANY, (iii) HAS HAD ADEQUATE OPPORTUNITY TO
REQUEST AND REVIEW ANY AND ALL DOCUMENTS AND OTHER
INFORMATION RELEVANT TO SUBSCRIBER'S CONSIDERATION OF
INVESTMENT IN THE SECURITIES OFFERED HEREBY, (iv) HAS
OTHERWISE OBTAINED SUFFICIENT INFORMATION FROM THE
COMPANY TO EVALUATE THE MERITS AND RISKS OF AN
INVESTMENT IN THE COMPANY; (v) HAS INDEPENDENTLY
CONSIDERED AND DISCUSSED SUCH PROSPECTIVE INVESTMENT
WITH THE SUBSCRIBER'S BUSINESS, LEGAL, TAX AND FINANCIAL
ADVISERS AS TO THE SUITABILITY OF SUCH INVESTMENT WITH
RESPECT TO THE SUBSCRIBER'S PARTICULAR FINANCIAL
SITUATION, AND (vi) ON THE BASIS OF THE FOREGOING, THE
SUBSCRIBER HAS DETERMINED THAT INVESTMENT IN THE
SECURITIES OFFERED HEREBY IS A SUITABLE INVESTMENT.
Representations and Warranties of Wireless Age
4.2 Wireless Age represents and warrants as of the date of
execution of this agreement, and as of the Closing Date, as
follows:
4.2.1 Wireless Age is duly incorporated and validly subsisting
under the laws of the state of Nevada.
4.2.2 Wireless Age has full right, power and capacity to enter
into this agreement and perform the obligations of
Wireless Age contained herein.
4.2.3 The execution and delivery of this agreement and the
consummation of the transactions contemplated herein,
have been duly authorized, executed, and delivered by
proper corporate action of Wireless Age.
4.2.4 This agreement is valid and binding as against Wireless
Age, enforceable against such parties in accordance with
its terms, except as the enforceability thereof may be
limited by applicable
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bankruptcy, insolvency, moratorium, reorganization or
other laws of general application affecting the
enforcement of creditors rights or by general principles
of equity.
4.2.5 All consents, approvals, qualifications, orders and
authorizations of, or filings with all local, state, and
federal governmental authorities required on the part of
Wireless Age in connection with its valid execution,
delivery or performance of this agreement, the offer,
sale, issuance or delivery of common shares of Wireless
Age, or the performance by Wireless Age of its
obligations in respect thereof have been obtained and
all required filings have been made or will continue to
be made on a timely basis.
5. GENERAL
5.1 This Agreement is binding on the parties, and together with
the documents contemplated herein constitutes the whole and
complete statement of agreement between the parties as to the
subject matter hereof.
5.2 Each of the parties hereto agrees to do such further acts and
execute such further documents as may be necessary or
appropriate to give effect to the terms of this Agreement both
before and after the closing.
5.3 The parties attorn to the non-exclusive jurisdiction of the
courts of the State of New York. The laws of the State of New
York shall govern the validity and interpretation of this
agreement.
5.4 Each of the parties hereto individually represents and
warrants that it has the right, power, and capacity to enter
into and perform is obligations as set out herein.
5.5 Notices shall be sent by registered mail to the following
addresses:
For L&M:
L&M Specialties Inc.
________________________________
________________________________
For Wireless Age:
Wireless Age Communications Inc.
00000 Xxxx Xxxxxx
Xxxx Xxxx, Xxxxxxx
X0X 0X0
5.6 This agreement is not assignable by L&M or Wireless Age,
without written permission of the other.
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5.7 The parties confirm that there have been no brokers or finders
in connection with the transaction contemplated herein, and
each party agrees to indemnify the other against and brokers'
or finders' fees or commissions or other compensation sought
by persons purporting to have acted as agent or finder for
such party in connection with the transaction contemplated
herein.
5.8 Each party is responsible for their own expenses, including
professional fees and disbursements and applicable taxes, in
connection with the negotiation, drafting, execution and
delivery of this agreement, and the conduct of any due
diligence sought to be conducted by such party, except as
otherwise expressly provide to the contrary.
IN WITNESS WHEREOF the parties have caused this agreement to be
executed as of 14th day of January, 2005.
L&M Specialties Inc.
Per: /s/ Xxxxxxx Xxxxxxxx
-------------------------
Xxxxxxx Xxxxxxxx
Title:
Wireless Age Communications, Inc.
Per: /s/ Xxxx X. Xxxxxxxx
-------------------------
Xxxx X. Xxxxxxxx
Title: CEO
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