505 Consumers Road Suite 707 Toronto, Ontario M2J 4V8Wireless Age Communications Inc • March 30th, 2006 • Retail-radio, tv & consumer electronics stores • Ontario
EXHIBIT 1.3 Subscription Agreement of Kenneth McAlpine SUBSCRIPTION AGREEMENT Lennoc Ventures, Inc. 311 Tawny Road Sarnia, Ontario N7S 5K1 Dear Sirs: Concurrent with execution of this Agreement, the undersigned (the"PURCHASER") is purchasing 500,000...Subscription Agreement • May 1st, 2001 • Lennoc Ventures Inc
Exhibit 10.16 PURCHASE AND SALE AGREEMENT 1. PARTIES 1.1 Wireless Age Communications Inc. (the "Purchaser") 1.2 Phantom Fiber Corporation (the "Vendor") 1.3 Prime Battery Products Limited (the "Corporation") 2. RECITALS 2.1 This agreement sets out the...Purchase and Sale Agreement • November 15th, 2004 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Ontario
Exhibit 99.2 ESCROW AGREEMENT ESCROW AGREEMENT (this "Escrow Agreement") made as of the date set forth on the signature page below, by and among, Marlon Distributors Ltd. ("Marlon"), each of the vendor purchaser signatories hereto (each a "Purchaser"...Escrow Agreement • August 4th, 2005 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • New York
Exhibit 99.1 TERMINATION AGREEMENT B E T W E E N Simmonds Mercantile and Management Inc.Termination Agreement • October 6th, 2005 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Ontario
Exhibit 99.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made the 31st day of July, 2005 (this "Agreement") with respect to the purchase of all of the issued and outstanding shares of Knowlton Pass Electronics Inc./Electroniques Knowlton Pass Inc. (the...Share Exchange Agreement • August 4th, 2005 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Ontario
Exhibit 10.20 THIS AGREEMENT made as of the 30th day of September, 2004. BETWEEN: MARLON DISTRIBUTORS LTD. (the "Vendor") AND: QUASAR PAGING LTD. ("Quasar") AND' BRUCE CAMERON ("Cameron") (Quasar and Cameron are collectively referred to as the...Agreement • February 8th, 2005 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • British Columbia
Exhibit 99.3 Management Services Agreement By and between 2078198 Ontario Limited and Knowlton Pass Electronics Inc. This Management Services Agreement (this "Agreement") made as of the 31st day of July 2005, by and between Knowlton Pass Electronics...Management Services Agreement • August 4th, 2005 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Ontario
Exhibit 99.3 SUPPORT AGREEMENT THIS AGREEMENT is made the 4th day of March, 2005, BETWEEN: WIRELESS AGE COMMUNICATIONS, INC., a corporation incorporated under the laws of the State of Nevada, having its principal office at 13980 Jane St., King City,...Support Agreement • March 10th, 2005 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Nevada
Exhibit 99.1 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS AGREEMENT made as of the 30th day of December, 2005. B E T W E E N : WIRELESS AGE COMMUNICATIONS INC., a corporation incorporated pursuant to the laws of Nevada...Executive Employment Agreement • January 4th, 2006 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Ontario
EXHIBIT 99.3 STOCK PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of this 19th day of September, 2003, between the Wireless Age Communications Inc., a Nevada corporation (the "Purchaser"), and 101016305 Saskatchewan...Stock Purchase Agreement • October 22nd, 2003 • Wireless Age Communications Inc • Metal mining • Saskatchewan
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2006 • Wireless Age Communications Inc • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of 3rd day of August, 2006 by and among Wireless Age Communications, Inc., a corporation organized and existing under the laws of the State of Delaware (“Wireless Age” or the “Company”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement.
EXHIBIT 10.4 A.C. SIMMONDS & SONS TRADE-NAME PURCHASE AND SALE AGREEMENT THIS AGREEMENT dated as of the 2nd day of July, 2003 is made BETWEEN WIRELESS AGE COMMUNICATIONS, INC., a corporation incorporated under the laws of the State of Nevada, one of...Purchase and Sale Agreement • August 14th, 2003 • Wireless Age Communications Inc • Metal mining • Ontario
EXHIBIT 1.1 LENNOC VENTURES, INC. SUBSCRIPTION AGREEMENTLennoc Ventures Inc • May 1st, 2001
PREFERRED STOCK PURCHASE AGREEMENT BETWEEN WIRELESS AGE COMMUINICATIONS, INC. AND BARRON PARTNERS LP DATED AUGUST 3, 2006Preferred Stock Purchase Agreement • October 5th, 2006 • Wireless Age Communications Inc • Telephone communications (no radiotelephone) • New York
This PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 3rd day of August, 2006 between Wireless Age Communications, Inc., a corporation organized and existing under the laws of the State of Nevada (“Wireless Age” or the “Company”) and BARRON PARTNERS LP, a Delaware limited partnership (“Investor”).
Exhibit 10.15 PLACEMENT AGREEMENT NO. 2 This Placement Agreement No. 2, dated as of September 30, 2004 (this "Agreement") by and among Wireless Age Communications, Inc. (the "Company") and Robert Sim ("Sim"), Rosemary Sim ("Spouse") and 101016305...Placement Agreement • November 15th, 2004 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Nevada
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • March 31st, 2008 • Wireless Age Communications Inc • Telephone communications (no radiotelephone) • Nevada
This Settlement Agreement and Release (this “Agreement”) is made and entered into on June 29, 2007 by and among Newlook Industries Corp. (“Newlook”) and Wireless Age Communications, Inc. (“Wireless Age,” and together with Newlook, each a “Party” and collectively the “Parties”):
RECITALSNote Purchase and Security Agreement • February 8th, 2005 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Nevada
EXHIBIT 10.10 AMENDMENTWireless Age Communications Inc • August 11th, 2004 • Retail-radio, tv & consumer electronics stores
NOTE PURCHASE AND SECURITY AGREEMENT This Note Purchase and Security Agreement, dated as of December 31, 2003 (this "AGREEMENT"), is entered into by and between WIRELESS AGE COMMUNICATIONS, INC., a Nevada corporation (the "COMPANY"), and Stacey...Note Purchase and Security Agreement • February 6th, 2004 • Wireless Age Communications Inc • Metal mining • Nevada
EXHIBIT 10.1 LEASE AND PURCHASE OPTION THIS EXPLORATION LEASE AND PURCHASE OPTION (the "Lease") effective as of the 8th day of January, 2001 regardless of the actual times of signing and acknowledgement, between ROBERT STEELE (hereinafter collectively...Lease and Purchase Option • May 1st, 2001 • Lennoc Ventures Inc
Exhibit 99.2 VOTING AND EXCHANGE AGENCY AGREEMENT This VOTING AND EXCHANGE AGENCY AGREEMENT is made as of the 4th day of March, 2005 BETWEEN: WIRELESS AGE COMMUNICATIONS, INC., a corporation incorporated under the laws of Nevada and having its...Voting and Exchange Agency Agreement • March 10th, 2005 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Ontario
EXHIBIT 10.11 PLACEMENT AGREEMENT This Placement Agreement, dated as of June 30, 2004 (this "Agreement") by and among Wireless Age Communications, Inc. (the "Company") and Robert Sim, Rosemary Sim and 101016305 Saskatchewan Ltd. (each, a "Seller" and...Placement Agreement • August 11th, 2004 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • Nevada
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 14th, 2007 • Wireless Age Communications Inc • Telephone communications (no radiotelephone) • Ontario
WHEREAS the Vendor beneficially owns and controls all the issued and outstanding shares in the capital of Knowlton Pass Electronics Inc./Electroniques Knowlton Pass Inc., a corporation incorporated pursuant to the laws of Canada (the "Company");
Exhibit 10.14 NOTE AGREEMENT AMENDMENT NO. 2 This Amendment No. 2, dated as of September 30, 2004 (this "Amendment") by Wireless Age Communications, Inc. (the "Company") and Stacey Minichiello (the "Purchaser"). WHEREAS, The Company and the Purchaser...Note Agreement • November 15th, 2004 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores
FACTORING AGREEMENT AMENDMENT AGREEMENTFactoring Agreement Amendment Agreement • March 31st, 2008 • Wireless Age Communications Inc • Telephone communications (no radiotelephone)
THIS AGREEMENT is made as of the _____ day of December, 2007 between WIRELESS AGE COMMUNICATIONS LTD., a corporation incorporated under the laws of Saskatchewan (“Wireless Age”), and WIRELESS SOURCE DISTRIBUTION LTD., a corporation incorporated under the laws of Saskatchewan (“Wireless Source”), and NEWLOOK INDUSTRIES CORP., a corporation incorporated under the laws of British Columbia (“Newlook”), and WIRELESS AGE COMMUNICATIONS, INC., a corporation incorporated under the laws of Nevada (“WACL”), and ONLINETEL CORP., a corporation incorporated under the laws of Canada (“Onlinetel”), and TCE CAPITAL CORPORATION, a corporation amalgamated under the laws of the Province of Ontario (“TCE”).
Exhibit 10.13 FORM OF SECURITIES PURCHASE AGREEMENT This Agreement, dated as of August 26, 2004, is entered into by and among Infinity Capital Group, Inc., a Maryland corporation (the "Company"), and the individuals and entities listed on Exhibit A...Form of Securities Purchase Agreement • November 15th, 2004 • Wireless Age Communications Inc • Retail-radio, tv & consumer electronics stores • New York
AGREEMENT BETWEEN:Agreement • October 22nd, 2003 • Wireless Age Communications Inc • Metal mining
CROSS GUARANTEE AND INDEMNIFICATION AGREEMENTAnd Indemnification Agreement • October 29th, 2008 • Wireless Age Communications Inc • Telephone communications (no radiotelephone)
WHEREAS, For valuable consideration, the receipt and sufficiency of which is acknowledged, NEWLOOK INDUSTRIES CORP., a corporation incorporated under the laws of the Province of British Columbia (the “Guarantor”), has covenanted and agreed with TCE CAPITAL CORPORATION (the “Creditor”) to absolutely and unconditionally guarantee the payment forthwith after demand, of the debts or liabilities, whether direct, contingent or otherwise, present or future, matured or not, which, WIRELESS AGE COMMUNICATIONS, INC., a corporation incorporated under the laws of Nevada, U.S.A, WIRELESS AGE COMMUNICATIONS LTD. and WIRELESS SOURCE DISTRIBUTION LTD., corporations incorporated under the laws of the Province of Saskatchewan (collectively the “Debtors” and individually a “Debtor”), have incurred or are under or may incur or be under to the Creditor, whether arising from dealings between the Creditor and any of the Debtors or from any dealings or proceedings by which any of the Debtors may become in any
SASKATCHEWAN TELECOMMUNICATIONS, (herein called “SaskTel”) -and- WIRELESS AGE COMMUNICATIONS LTD. (herein called “Wireless Age”) -and- WIRELESS SOURCE DISTRIBUTION LTD. (herein called “Wireless Source”) -and- NEWLOOK INDUSTRIES CORP. (herein called...Agreement • October 29th, 2008 • Wireless Age Communications Inc • Telephone communications (no radiotelephone) • Saskatchewan
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants and obligations herein contained, and other good and valuable consideration, the receipt and sufficiency of each of which is hereby acknowledged by SaskTel, Wireless Age and Wireless Source, the parties hereto agree as follows:
ARTICLE INote Purchase Agreement • January 15th, 2004 • Wireless Age Communications Inc • Metal mining • New York
FACTORING AGREEMENT AMENDMENT AGREEMENTFactoring Agreement Amendment Agreement • December 19th, 2007 • Wireless Age Communications Inc • Telephone communications (no radiotelephone)
THIS AGREEMENT is made as of the 13 day of December, 2007 between WIRELESS AGE COMMUNICATIONS LTD., a corporation incorporated under the laws of Saskatchewan (“Wireless Age”), and WIRELESS SOURCE DISTRIBUTION LTD., a corporation incorporated under the laws of Saskatchewan (“Wireless Source”), and NEWLOOK INDUSTRIES CORP., a corporation incorporated under the laws of British Columbia (“Newlook”), and WIRELESS AGE COMMUNICATIONS, INC., a corporation incorporated under the laws of Nevada (“WACL”), and ONLINETEL CORP., a corporation incorporated under the laws of Canada (“Onlinetel”), and TCE CAPITAL CORPORATION, a corporation amalgamated under the laws of the Province of Ontario (“TCE”).
CONSULTING SERVICES AGREEMENTIndemnification Agreement • July 6th, 2007 • Wireless Age Communications Inc • Telephone communications (no radiotelephone) • Ontario
WITNESS THAT in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follow:
Exhibit 99.2 WIRELESS AGE COMMUNICATIONS, INC. 13980 Jane Street King City, Ontario, L7B 1A3 Canada Facsimile: (905) 833-6942 SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),...Wireless Age Communications Inc • February 6th, 2004 • Metal mining • Nevada
EMPLOYMENT AGREEMENT BETWEEN JOHN G. SIMMONDS (the “employee”) King City, Ontario L7B 1A3 and WIRELESS AGE COMMUNICATIONS, INC. (the “company”) MISSISSAUGA, ON L5T 1M3Employment Agreement • June 1st, 2007 • Wireless Age Communications Inc • Telephone communications (no radiotelephone)
