AGREEMENT AND PLAN OF SHARE EXCHANGEShare Exchange Agreement • January 19th, 2006 • Beluga Composites Corp • Quebec
WHEREAS the Board of Directors of Beluga and Panox each have, in light of and subject to the terms and conditions set forth herein, (i) determined that the Share Exchange (as defined below) is fair to their respective stockholders and in the best interests of such stockholders and (ii) approved the Share Exchange in accordance with this Agreement;
