OPTION PURCHASE AGREEMENT
This
Agreement is made and entered into as of the 30th day of March, 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,
Xxxxxx (“Buyer”).
PREAMBLE
The
Seller is the owner of certain preferred and common shares, and warrants of
Wireless Age Communications Inc. (hereafter “WLSA”) (OTCBB Symbol:
WLSA). Buyer wishes to acquire from the Selling Shareholder the
following shares, Four Million, One Hundred Ninety-Two Thousand, Nine Hundred
(4,192,900) Shares of WLSA’s Preferred Stock, One Million, Four Hundred Eighty
Two Thousand, Four Hundred (1,482,400) Shares of WLSA’s Common Stock,
Five Million (5,000,000) of WLSA’s Series A Warrants, and Five Million
(5,000,000) of WLSA’s Series B Warrants (inclusively defined as the "Xxxxxx
Shares") held by Selling Shareholder. Therefore, with the intent to
be legally bound, the parties agree as follows:
AGREEMENT
1) Sale
of Shares (“Option”). In consideration of One Hundred
Thousand Dollars ($100,000.00), which is non-refundable, the Selling Shareholder
hereby grants to Buyer, until April 30, 2007 (“Option Period”), the option to
purchase the Xxxxxx Shares for a price of Six Hundred Thousand Dollars
($600,000.00) (the “Option Shares Payment”). The Selling Shareholder,
upon execution of this Agreement, shall deposit the Xxxxxx shares with the
Escrow Agent for the duration of the Option Period. The Buyer shall
wire to the Selling Shareholder the One Hundred Thousand Dollar ($100,000.00)
option purchase payment. Upon exercise of the Option, the Buyer shall send
a
wire for the Option Shares Payment payable to the account of the Escrow Agent,
who will then immediately take action to cause to be to delivered to Buyer
as
soon as reasonably possible a stock certificate(s) or warrant agreements
representing the purchased shares. The Option Shares Payment shall be
released from the escrow to the Selling Shareholders upon receipt by the Escrow
Agent from the Buyer.
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2)
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Miscellaneous.
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a)
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Preferred
Rights. All rights associated with Preferred Stock
shall also be transferred to the Buyer upon Seller's receipt of Option
Shares Payment.
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b)
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Expenses. The
Buyer will pay all escrow expenses in connection with this
transaction.
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c)
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Governing
Body. This Agreement shall be governed by, construed
and enforced in accordance with the internal laws of the State of
New York
without regard to the principles of conflicts of law
thereof.
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d)
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Accredited
Investor. Buyer is an Accredited Investor, and can
afford to lose its entire
investment.
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e)
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Indemnification. The
Buyer agrees to indemnify, defend and hold the Selling Shareholder
harmless against and in respect of any and all claims, demands, losses,
costs, expenses, obligations, liabilities or damages, including interest,
penalties and reasonable attorney’s fees, that it shall incur or suffer
arising from this Agreement.
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement on the date first written above.
_/s/
“Xxxxx Xxxxxxx”__________
Name: Xxxxx
Xxxxxxx
Title: President
April
3.
2007
Date
XXXXXX
PARTNERS LP
_/s/
“Xxxxxx Xxxxxx”_________
Name:
Xxxxxx X. Xxxxxx
Title: General
Partner of Xxxxxx Partners LP
April
4,
2007
Date
