AMENDMENT TO OPTION PURCHASE AGREEMENT
AMENDMENT
TO OPTION PURCHASE AGREEMENT
This
Amending Agreement is made and entered into as of the 30th day of April,
2007, between Xxxxxx Partners LP, a Delaware limited partnership, (“Selling
Shareholder” or the “Seller”) residing in New York, NY, and Vision Unlimited
Equipment Inc. with its offices at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxx Xxxxxx (“Buyer”).
PREAMBLE
WHEREAS
Buyer and Seller have entered into the Option Purchase Agreement dated March
30,
2007 (hereafter the “Agreement”) for the option to purchase from the Seller
certain preferred and common shares and warrants of Wireless Age Communications
Inc. (hereafter “WLSA”), including all rights associated with Preferred Stock
(hereafter referred to as “Option Shares”) owned by Seller; and
WHEREAS
Buyer and Seller have agreed to
amend the Agreement to exclude the purchase of WLSA’s Common Stock from the
Seller; and
WHEREAS
Buyer has exercised the Option
to purchase all of the outstanding Preferred Stock and all rights associated
with Preferred Stock owned by Seller and wired the required Option Shares
Payment to the Escrow Agent as set out in the Option Purchase Agreement dated
March 30, 2007 as amended;
NOW
THEREFORE, Buyer and Seller agree to confirm the amendment to the Option
Purchase Agreement and the Option Shares as follows:
1) The
purchase price shall be amended to reflect the exclusion of the WLSA’s Common
Stock and the Option Shares Payment referred to in the Agreement shall be Four
Hundred and Fifty Thousand Dollars ($450,000). The Seller herewith
acknowledges the receipt of said Option Shares Payment.
2) The
Option Shares shall be defined hereafter as follows:
|
i)
|
All
(4,192,900) outstanding Series A Preferred Shares of WLSA owned by
Seller;
|
|
ii)
|
5,000,000
Common Stock Purchase “A” Warrants exercisable at the price of twelve and
one-half cents ($.125) per share owned by
Seller;
|
|
iii)
|
500,000,000
Common Stock Purchase “B” Warrants exercisable at the price of twenty-
five cents ($.25) per share owned by
Seller;
|
|
iv)
|
All
rights (excepting registration rights) associated with Preferred
Shares
above mentioned.
|
|
b)
|
Buyer
herewith directs Seller to transfer the Option Shares in the name
of
NEWLOOK INDUSTRIES CORP. and Seller shall promptly authorize the
Company
to issue new stock certificate(s) and warrant agreements and cause
to
deliver them to Buyer’s designate as the Purchaser
forthwith.
|
All
other
terms of the Option Purchase Agreement shall remain in full force and
effect.
|
|
2.
Purchaser severally represents and warrants to Seller and the Company
as
follows:
|
|
|
a.
Purchaser has the full power and authority to enter into this Agreement
and to carry out its obligations
hereunder.
|
|
|
b.
This Agreement has been duly executed and delivered by Purchaser
and is
the legal, valid and binding obligation of Purchaser, enforceable
against
Purchaser in accordance
with its terms.
|
|
|
c.
The Purchaser is buying the Warrants and Preferred Shares solely
for its
own account, for investment and not with a view to resale in connection
with a distribution thereof.
The Purchaser acknowledges that the Warrants and the shares underlying
the
Warrants (the “Shares”) Warrants as well as the Preferred Shares have not
been registered
under the Securities Act of 1933, as amended and the rules and regulations
promulgated thereunder (the “Act”), or any applicable state securities law
and may not be
transferred or sold except pursuant to an effective registration
statement under the Act or exemption therefrom and that upon exercise
of
the Warrants and conversion of the
Preferred the certificates evidencing the Shares will bear a
restrictive legend to that effect. Purchaser acknowledges that upon
exercise of the Warrants and conversion of
the Preferred purchased hereunder it may be required to hold all
Shares
underlying the Warrants and resulting from the Preferred conversion
for at
least one year from the
date of exercise/conversion and that it may be required to comply
with the volume limitation and other provisions of Rule 144
promulgated under the Act with respect to any
sale of the Shares.
|
|
|
d. Purchaser
agrees to hold harmless Seller from any losses Purchase may sustain
from
buying the Warrants and the Preferred
Shares.
|
|
|
d.
The execution and delivery of this Agreement and the consummation
of the
transactions contemplated herein will not conflict with or violate
any
law, regulation, court
order, judgment
or decree applicable to Purchaser or any agreement to which
Purchaser is a party, or, in the case of any such law, regulation,
court
order, judgment,
decree or agreement,
by which the property of Purchaser is bound or
affected.
|
|
|
e. The
Purchaser is a either a 1) corporation, partnership or limited liability
company that is a Qualified Institutional Buyer (QIB), acting for
its own
account or for the account
of other QIBs, that in the aggregate owns and invests on a discretionary
basis at least $100 Million in securities of issuers that are not
its
affiliates or 2) an "accredited
investor" as that term is defined in Rule 501 promulgated under the
Securities Act of 1933.
|
|
|
f. Seller shall
hold Purchaser harmless for any commission and/or fees agreed to be
paid by Seller to any broker, finder or other person or
entity acting or purporting to act in a
similar capacity and Purchaser shall hold Seller
harmless for any commission and/or fees agreed to be paid
by Purchaser to any broker, finder or other person or
entity acting
or purporting to act in a similar
capacity.
|
|
|
g.
The Purchaser has a net worth and income such that the loss of his,
her or
its entire investment in the Warrants and Preferred Shares will not
adversely affect the
Purchaser’s financial condition, business or
lifestyle.
|
|
|
h.
The Purchaser has such knowledge, business and investment experience
that
Purchaser is fully capable of understanding the merits and risks
associated with an investment
in the Warrants and Preferred
Shares.
|
|
|
i.
The Purchaser has reviewed the information concerning the Company
presented in its periodic reports and statements filed with the U.S.
Securities and Exchange
Commission and on its website as well as its recent press releases.
The Purchaser has been allowed an opportunity to ask questions of
the
Seller regarding the Company
and the
Company’s business, properties, management, financial condition and
prospects and receive answers thereto, and to verify and clarify
the
information relating to
the Company;
and accordingly it is familiar with the business, properties, management,
financial condition and prospects of the Company. The Purchaser
understands that
Seller is not responsible for Company information included in
the Company’s registration statement, preliminary prospectus, periodic
reports, website or press releases.
Purchaser is relying solely on published or other written
information in making its decision to purchase the Warrants.
Furthermore, the Purchaser agrees and acknowledges
that while the factual information provided to the Purchaser
by Seller regarding the Company is currently believed by the Seller
to be
accurate in all material respects, the
Seller cannot and does not provide any guarantee, assurance,
representation or warranty that such information is in fact accurate,
as
the only sources of such information
are publicly
available information, the Company and its representatives, over
which the
Seller has no control or knowledge.
|
PURCHASER
ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY BY SELLER
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.
|
|
3.
Seller represents and warrants to the Purchaser as
follows:
|
|
|
a.
Seller has the full power and authority to enter into this Agreement
and
to carry out its obligations
hereunder.
|
|
|
b.
Seller is the beneficial and record owner of the Warrants and the
Preferred Shares and has good and marketable (except for applicable
securities law restrictions) title to Warrants and Preferred Shares,
free
and clear of all liens, claims, charges, security interests, and
encumbrances of any kind or nature.
|
|
|
4.
Each of Purchaser and Seller agree as
follows:
|
|
|
a.
To do all things reasonably necessary or convenient before or after
the
closing, and without further consideration, to consummate the transactions
contemplated herein.
|
|
|
5.
The Purchaser agrees to indemnify, defend and hold harmless Seller
against and in respect of any loss, damage, deficiency, cost or expense
(including without limitation
reasonable attorneys’ fees) resulting from any breach by such
Purchaser of any of the representations, warranties, covenants or
agreements of such Purchaser contained in this
Agreement.
|
|
|
6.
Seller agrees to indemnify, defend and hold harmless the Purchaser
against
and in respect of any loss, damage, deficiency, cost or expense (including
without limitation
reasonable attorneys’ fees) resulting from any breach by Seller of
any of the representations, warranties, covenants or agreements of
Seller contained in this
Agreement.
|
|
|
7.
All questions as to the interpretation and effect of this Agreement
shall
be determined under the laws of the State of New
York.
|
|
|
8.
The representations and warranties contained herein shall survive
the
closing date for a period of one
year.
|
|
|
9.
All notices to be given under this Agreement shall be sent by certified
mail, return receipt requested, postage prepaid or by personal delivery
(by commercial courier or
otherwise) in either case to the address of the party appearing on
the signature pages to this Agreement, or by telecopy. Notices sent
by mail shall be deemed delivered on the
second business day following deposit in the U.S. mail.
Notice personally delivered or by telecopy shall be deemed delivered
upon
the business day of receipt at the office
of the addressee.
|
|
|
10.
This Letter Agreement may be executed by facsimile in two or more
counterparts, each of which shall be deemed an original and together
shall
constitute one and the same Letter
Agreement.
|
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Amending Agreement to be effective as of the date first written
above.
VISION
UNLIMITED EQUIPMENT
INC.
NEWLOOK INDUSTRIES CORP.
___________________________
___________________________
Name:
Xxxxx
Xxxxxxx
Name: Xxxxx Xxxxxxx
Title:
President
Title: CFO
May
17,2007
May 17, 2007
XXXXXX
PARTNERS LP
___________________________
Name:
Xxxxxx X. Xxxxxx
Title: General
Partner of Xxxxxx Partners LP
___________________________
Date
