SHARE EXCHANGE AGREEMENT BY AND AMONG NEWLOOK INDUSTRIES CORP. AND BRADLEY POULOS BRAD POULOS HOLDINGS GLENN POULOS GLENN POULOS HOLDINGS AND SYLVAIN LAFRENIERE
BY
AND AMONG
AND
XXXXXXX
XXXXXX
XXXX
XXXXXX HOLDINGS
XXXXX
XXXXXX
XXXXX
XXXXXX HOLDINGS
AND
XXXXXXX
XXXXXXXXXX
This
Share Exchange Agreement (this “Agreement”), dated June __, 2007, is
entered into by and among Newlook Industries Corp. (“Newlook”) and each
of Xxxxxxx Xxxxxx, Xxxx Xxxxxx Holdings, Xxxxx Xxxxxx, Xxxxx Xxxxxx Holdings,
and Xxxxxxx Xxxxxxxxxx (the “Sellers,” and each a “Seller,” and
together with Newlook, each a “Party” and collectively the
“Parties”):
The
Closing. The closing
(the "Closing") of the transactions contemplated hereunder shall take
place simultaneously with the execution of this Agreement at such place as
the
Parties hereto may agree, provided, however, time is of the essence and the
Closing shall not be later than ten (10) days from the date of this
Agreement.
(e) Full
Disclosure. No representation or warranty made by any Seller to
Newlook in this Agreement omits to state a material fact necessary to make
the
statements herein, in light of the circumstances in which they were made, not
misleading. There is no fact known to any Seller that has specific
application to the Shares and that materially adversely affects or, as far
as
can be reasonably foreseen, materially threatens the Shares that has not been
set forth in this Agreement.
(a) Organization
of Newlook. Newlook is a corporation duly organized and validly
existing and in good standing under the laws of its jurisdiction of
incorporation, and has all requisite power and authority to own, lease and
operate its properties and to carry on its business as now being
conducted. Newlook is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature
of
the business conducted or property owned by it makes such qualification
necessary, other than those in which the failure so to qualify would not have
a
material adverse effect on the business, operations, properties, prospects
or
condition (financial or otherwise) of Newlook.
(e) Full
Disclosure. No representation or warranty made by any Seller to
Newlook in this Agreement omits to state a material fact necessary to make
the
statements herein, in light of the circumstances in which they were made, not
misleading. There is no fact known to any Seller that has specific
application to the Shares and that materially adversely affects or, as far
as
can be reasonably foreseen, materially threatens the Shares that has not been
set forth in this Agreement.
(a) The
Sellers shall jointly and severally indemnify and hold harmless Newlook and
the
officers, directors, agents, affiliates, representatives and the respective
successors and assigns of Newlook from and against any and all damages, losses,
liabilities, taxes and costs and expenses (including, without limitation,
attorneys' fees and costs) resulting directly or indirectly from (i) any
inaccuracy, misrepresentation, breach of warranty or non-fulfillment of any
of
the representations and warranties of the Sellers in this Agreement, or any
actions, omissions or statements of fact inconsistent with in any material
respect any such representation or warranty, (ii) any failure by the Sellers
to
perform or comply with any agreement, covenant or obligation in this
Agreement.
(b) Newlook
shall indemnify and hold harmless Wireless Age and the Sellers and their
respective agents, officers, directors, affiliates, representatives and
respective successors and assigns from and against any and all damages, losses,
liabilities, taxes and costs and expenses (including, without limitation,
attorneys' fees and costs) resulting directly or indirectly from (i) any
inaccuracy, misrepresentation, breach of warranty or non-fulfillment of any
of
the representations and warranties of Newlook in this Agreement, or any
actions, omissions or statements of fact inconsistent with in any material
respect any such representation or warranty, or (ii) any failure by
Newlook to perform or comply with any agreement, covenant or obligation in
this Agreement.
Notice
Address of Newlook:
000
Xxxxx
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxx, Xxxxxx X0X0X0
Attn:______________
Notice
Address of Sellers:
Xxxxxxx
Xxxxxx and Xxxx Xxxxxx Holdings
_____________
_____________
Xxxxx
Xxxxxx and Xxxxx Xxxxxx Holdings
_____________
_____________
Xxxxxxx
Xxxxxxxxxx
_____________
_____________
(b) Choice
of Law. This Agreement shall be governed, construed and enforced in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein, without giving effect to principles of conflicts of
law.
[Signature
Page Follows]
By: ________________________________
Name:
Xxxxx Xxxxxxx
Title:
CFO
___________________________
Xxxxxxx
Xxxxxx
XXXX
XXXXXX HOLDINGS
By: ______________________________
Name:
Xxxx Xxxxxx
Title:
Director
______________________
Xxxxx
Xxxxxx
XXXXX
XXXXXX HOLDINGS
By: __________________________
Name:
Xxxx Xxxxxx
Title:
President
_________________________
Xxxxxxx
XxXxxxxxxx
Schedule
A
Name
of Seller
|
Number
of Shares of Wireless Age Communications, Inc. to be
sold
|
Number
of Exchange Shares (of Newlook Industries Corporation) to be granted
therefore
|
||
|
|
|
|
|
Xxxxxxx
Xxxxxx
|
270,000
|
80,250
|
||
Xxxxxxx
Xxxxxx
|
51,500
|
15,307
|
||
Xxxx
Xxxxxx Holdings
|
1,080,000
|
321,000
|
||
416,557
|
||||
Xxxxx
Xxxxxx
|
270,000
|
80,250
|
||
Xxxxx
Xxxxxx Holdings
|
1,080,000
|
321,000
|
||
401,250
|
||||
Xxxxxxx
Xxxxxxxxxx
|
675,000
|
200,625
|