EIGER TECHNOLOGY, INC.
000 Xxx Xxxxxx Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Tel: (000) 000-0000
Fax: (000) 000-0000
December 19, 2001
Newlook Capital Corp.
Suite 1304 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
Attention: Xx. Xxxx Xxxxxxxx
Dear Xx. Xxxxxxxx:
Re: Sale of all issued and outstanding shares of Vision Unlimited Equipment
Inc. (and through it, its subsidiary, ADH Custom Metal Fabricators Inc.)
("Vision") to Newlook Capital Corp. ("Newlook")
This agreement (the "Agreement") sets forth the terms and conditions of our
agreement whereby Newlook Capital Corp. ("Newlook") will purchase a 100%
beneficial right, title and interest in and to all of the issued and outstanding
shares (the "Shares") of Vision Unlimited Equipment Inc. (and through it, its
subsidiary, ADH Custom Metal Fabricators Inc.) ("Vision") from the sole
shareholder of Vision (the "Shareholder"), Eiger Technology, Inc.
In consideration of the sum of $10.00 paid to each of the Shareholder and to
Vision, by Newlook, the receipt and sufficiency of which is hereby acknowledged,
and for other good and valuable consideration, the parties hereto agree as
follows:
1. REPRESENTATIONS AND WARRANTIES
1.1 Newlook represents and warrants to the Shareholder and to Vision that:
(a) Newlook is a valid and subsisting corporation duly incorporated and
in good standing under the laws of the Province of British Columbia
and has 2,000,000 common shares issued and outstanding of which
1,000,000 common shares are subject to escrow under the terms of
their issue;
(b) entering into this Agreement does not and will not conflict with,
and does not and will not result in a breach of, any of the terms of
its incorporating documents or any agreement or instrument to which
Newlook is a party;
(c) this Agreement has been or will be authorized by all necessary
corporate action on the part of Newlook;
(d) Newlook is in good standing with the British Columbia Securities
Commission, the Canadian Venture Exchange (the "CDNX") and all other
regulatory and statutory bodies having jurisdiction over its
business and affairs;
(e) the number of persons holding a Board Lot (as that term is defined
in the CDNX policies) of shares of Newlook, even assuming the
consolidation in Section 5 had taken place, shall not be less than
200 on execution of this Agreement ;
(f) there shall be no issuance of additional securities of any kind by
Newlook after execution of this Agreement and prior to Closing
unless otherwise agreed by the parties hereto;
(g) payment of all outstanding fees owed to the CDNX has been made prior
to the execution of this Agreement; and
(h) Newlook will not make any request, either of the sponsor retained in
connection with this Agreement or of the CDNX, to resume trading of
its common shares prior to Closing.
1.2 Vision and the Shareholder represent and warrant to Newlook that:
(a) entering into this Agreement does not and will not conflict with,
and does not and will not result in a breach of, any agreement or
instrument to which Vision and / or the Shareholder are party;
(b) Vision and the Shareholder have due and sufficient right and
authority to enter into this Agreement in accordance with this
Agreement, and this Agreement has been or will be authorized by all
necessary action on the part of Vision;
(c) the Shareholder beneficially owns, free and clear of all liens and
encumbrances of any kind, all of the Shares and the Shares represent
all of the issued and outstanding shares, of all types or classes,
of Vision;
(d) Vision will manage its business in a reasonable and responsible
manner until Closing;
(e) Both Vision Unlimited Equipment Inc. and ADH Custom Metal
Fabricators Inc. are in good standing under the laws of the Province
of Ontario wherein they are incorporated; and
(f) The Shareholder is in good standing British Columbia Securities
Commission, the Ontario Securities Commission, the Toronto Stock
Exchange and all other regulatory and statutory bodies having
jurisdiction over its business affairs.
2. PURCHASE AND SALE
2.1 The Shareholder hereby agrees to sell to Newlook, and Newlook hereby
agrees to purchase from the Shareholder, an undivided 100% beneficial
right, title and interest in and to the Shares in consideration of the
issuance to the Shareholder of 4,800,000 common shares of Newlook (the
"Newlook Shares") at a deemed price of $0.50 per common share for a total
purchase price of $2,400,000. The Newlook Shares will be issued to the
Shareholder after the consolidation referred to in Section 5.4(b) is
implemented.
2.2 Newlook will execute a Finder's Fee agreement with Hammer Holdings (St.
Xxxxxx) Inc. calling for the issuance of 240,000 common shares (issued
after the consolidation referred to in Section 5.4(b)) being 5% of the
Newlook Shares.
2.3 The Newlook Shares shall be, when issued, fully paid and non-assessable
common shares in the capital of Newlook and will be free and clear of all
liens, charges and encumbrances save and except for hold periods or resale
restrictions imposed by applicable securities laws, regulations and
statutes in the Province of British Columbia, in the Province of Ontario
and in the policies of the CDNX.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 Upon execution of this Agreement, Newlook shall take all reasonable steps
to:
(a) gain, prior to Closing, such approvals to this Agreement as may be
required from its shareholders and from regulatory and statutory
authorities having jurisdiction (including, in particular, from the
CDNX);
(b) at any time prior to Closing, not do or permit to be done any act or
thing which would or might in any way adversely affect the rights of
Vision and the Shareholder hereunder; and
(c) provide to the Shareholder, any party contracted as a Sponsor on the
CDNX (as that term is defined in the policies of the CDNX) and their
designated representatives (including legal counsel), any and all
reasonably requested agreements, documents, records, data and files
(in written or electronic form) relating to Newlook which are in the
care, control and possession of Newlook.
3.2 Upon execution of this Agreement, the Shareholder and Vision shall take
all reasonable steps to gain, prior to Closing, such approvals to the
purchase and sale of the Shares as may be required from the Shareholder,
from Vision and from regulatory and statutory authorities having
jurisdiction.
4. FORMAL AGREEMENT
4.1 The parties agree that this Agreement incorporates all of the essential
terms of their agreement and that it shall be binding upon them. However,
the parties may negotiate, on or before Closing, a formal agreement, or
agreements, (the "Formal Agreement") which may incorporate such further
terms and conditions as are reasonably necessary to carry out, and give
effect to, the general terms and conditions of this Agreement if they so
choose.
4.2 If the parties choose to negotiate the Formal Agreement, they hereby agree
that upon execution of the Formal Agreement all prior understandings and
agreements, whether verbal or written, shall be superseded by the terms of
the Formal Agreement and that such prior understandings and agreements,
including this Agreement, shall be superseded and terminated by the terms
of the Formal Agreement.
5. CLOSING
5.1 The closing of the purchase of the Shares (the "Closing") shall occur no
later than 10 business days following the occurrence of both the final
acceptance for filing of this Agreement with the CDNX and approval of this
Agreement by the shareholders of Newlook, unless otherwise agreed by
Newlook, the Shareholder, and Vision.
5.2 Upon Closing, the Directors of Newlook shall resign and shall appoint to
the Board of Directors of Newlook Xxxx Xxxxxxxxxx, Xxxxx Xxxxxxx and Xxxxx
Xxxxx should they consent to so act. These three new directors shall also
become the new officers of Newlook as President, Chairman of the Board /
CEO and CFO respectively.
5.3 Upon Closing, the sole shareholder of Vision (which shall then be Newlook)
shall hold a shareholder's meeting for Vision and shall confirm the
appointment of the present President and Directors of Vision until such
time as the next annual meeting of shareholders is convened.
5.4 The following are conditions precedent to Closing and conditions precedent
to the performance of any of the Shareholder's or Visions' obligations
under the terms of this Agreement:
(a) the transfer, in escrow, of 880,000 of the present 1,000,000
escrowed common shares of Newlook to the Shareholder or a party it
may designate in consideration of the payment of $88,000 to the
present holders (pro rata according to their holdings) of these
escrowed common shares;
(b) the granting of any required regulatory and shareholder approval
necessary to implement on Closing a consolidation, on a one for two
basis, of the existing 2,000,000 common shares of Newlook issued and
outstanding;
(c) the cancellation of all 200,000 outstanding share purchase options
of Newlook;
(d) the agreement of the present directors of Newlook that they shall
only make application to release from escrow the 120,000 escrowed
common shares (60,000 escrowed common shares after implementing the
consolidation in 5.4(b) above) in accordance with the present escrow
terms (that is, they will not seek to accelerate the present three
year release from escrow);
(e) the working capital of Newlook shall, upon execution of this
Agreement, be not less than $35,000; and
(f) any and all management or other contracts by which Newlook rents
space, secures management or office services or is otherwise
required to make payments to a third party on an ongoing or periodic
basis shall be cancelled prior to execution of this Agreement.
5.5 Newlook shall, concurrently with the execution of this Agreement, enter
into an agreement (the "Sponsorship Agreement") by which a broker member
of the CDNX agrees to act as Sponsor (as that term is defined in the
policies of the CDNX) for the transactions contemplated by this
Agreement). The Sponsorship Agreement shall contain the following terms:
(i) the Sponsor shall charge Newlook not more than $30,000 as a
sponsorship fee; and (ii) the expenses which the Sponsor charges Newlook
under the Sponsorship Agreement shall be capped at $7,500 (excluding legal
fees).
5.6 Upon execution of both this Agreement and the Sponsorship Agreement, Eiger
shall pay to Xx. Xxxx Xxxxxxxx a deposit of $25,000 on the escrow shares
to be purchased in 5.4(a) above (the "Deposit"). The Deposit shall be
non-refundable in the event that Eiger does not proceed with this
Agreement for any reason other than non-performance by Newlook or a
material breach of the representations and warranties of Newlook herein.
5.7 As a condition precedent to Closing, Newlook shall obtain shareholder and
regulatory approval to change its name to whatever corporate name the
Shareholder shall reasonably request.
5.8 As a condition precedent to Closing, Newlook shall make all necessary
efforts to ensure that, if it is required under the policies of the
Ontario Securities Commission or the CDNX, it is deemed to be a reporting
issuer in the Province of Ontario upon Closing.
6. MISCELLANEOUS
6.1 Any notice to be required or permitted hereunder will be in writing and
sent by delivery, facsimile transmission, or prepaid registered mail
addressed to the party entitled to receive the same, or delivered to such
party at the address specified above, or to such other address as either
party may give to the other for that purpose. The date of receipt of any
notice, demand or other communication hereunder will be the date of
delivery if delivered, the date of transmission if sent by facsimile, or,
if given by registered mail as aforesaid, will be the date on which the
notice, demand or other communication is actually received by the
addressee.
6.2 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, successors and
permitted assigns.
6.3 Each of the parties hereto agrees that it shall be responsible for its own
legal expenses and disbursements relating to this Agreement and the
negotiation and preparation of any further agreements.
6.4 This Agreement and the Final Agreement shall be interpreted and construed
in accordance with the laws of British Columbia and the parties agree to
attorn to the courts thereof.
6.5 All dollar figures in this Agreement are given in valid currency of
Canada.
6.6 This Agreement may be executed by xxxxxxxxx and in counterpart.
6.7 All amendments to this Agreement must be in writing and signed by all of
the parties hereto.
6.8 The interests, rights and obligations of the parties herein may not be
assigned, sold, transferred or otherwise conveyed without the express
written consent of the parties hereto.
6.9 The performance of the covenants and obligations of the Shareholder and
Newlook herein are hereby made expressly subject to the completion of due
diligence investigations of Vision and the Shareholder by Newlook and the
Sponsor on or before February 28, 2002 and are further subject to the
receipt of any required regulatory approvals by Newlook or shareholder
approvals required by Newlook.
If the above terms and conditions accurately record your understanding of our
agreement, please so acknowledge by signing a copy of this Agreement in the
space provided below turning the same to us at your earliest convenience. Upon
your execution thereof, this Agreement will constitute a legal and binding
agreement subject to its terms.
Yours truly,
EIGER TECHNOLOGY INC.
------------------------
The terms of the Agreement above are hereby read, understood, acknowledged,
accepted and consented to (should such consent by required) by the undersigned
effective the 19th day of December, 2002.
NEWLOOK CAPITAL CORP.
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Authorized Signatory
