Unique Broadband Systems, Inc. (TSX Venture: UBS) is a publicly listed Canadian company that has a 51.8% equity interest, on a fully diluted basis, in Look (TSX Venture: LOK and LOK.A) and other assets.

With licenced spectrum and broadcast licences held through its subsidiary Look, the Company is a Canadian digital television broadcaster and broadband wireless service provider.

In October 2003, UBS sold its engineering and manufacturing business (“E&M Business”) to a new private company owned by a group of former UBS engineers. As a result of this divestiture, the Company reclassified its prior period results for the E&M Business as “Discontinued Operations” in its financial statements.

This sale completed UBS’ restructuring plan, designed to reduce costs, conserve cash and focus the resources of UBS on its investment in Look.

Look’s mission has been to be an M3 - Mobile Multi Media – communications, entertainment and information service provider in Ontario and Québec.

Look currently delivers a full range of communications services including high-speed and dial-up Internet access, digital television distribution, and superior customer service to both the business and residential markets. Look provides its digital television distribution and wireless Internet services using its approximately 100 MHz of Multipoint Distribution System spectrum in the 2.5 to 2.7 GHz frequency band covering approximately 18 million people (1.8 billion MHz/Pops) in the provinces of Ontario and Québec.

Look’s shares are listed on the TSX Venture Exchange under the symbols “LOK” for Multiple Voting Shares and “LOK.A” for Subordinate Voting Shares.

The UBS head office is located in Milton, Ontario and UBS currently has nine employees. Look’s registered office is located in Toronto, Ontario and its main operations are in Montreal, Québec and Milton, Ontario. As at November 30, 2008, Look had 60 full-time and part-time employees.

3. OVERVIEW

Significant Current Events

(a) Plan of Arrangement

On December 1, 2008, Look announced that it would apply to the Ontario Superior Court of Justice for an Interim Order under the Canada Business Corporations Act (Section 192) permitting it to hold a special meeting of shareholders to approve a plan to permit the orderly sale of some or all, in whole or in part, of its assets.

The Ontario Superior Court of Justice granted the Interim Order permitting Look to hold the aforementioned special meeting on January 14, 2009.

At the meeting, shareholders were asked to approve (by 66 2/3% of the votes cast in person or by proxy) both the sales process and the arrangement, as set forth in the Plan of Arrangement, to permit the orderly sale of some or all, in whole or in part, of Look’s assets to maximize shareholder value.

Look’s assets include:

1) Spectrum – Approximately 100 MHz of contiguous licensed spectrum in Ontario and Quebec covering approximately 18 million people (1.8 billion MHz/Pops);

2) Broadcast License – A Canadian Radio-television and Telecommunications Commission (“CRTC”) mobile broadcast license which as been renewed by the CRTC to August 2011;

3) Subscribers – Approximately 30,000 broadcast and Internet subscribers;

4) Network – A network consisting of two network operating centers (Toronto, Ontario and Montreal, Quebec), 26 one-way broadcast sites and 10 two-way broadcast sites; and

5) Tax Attributes – Approximately $300 million in tax attributes.

On January 21, 2009, the Ontario Superior Court of Justice granted the Sales Process Order permitting Look to commence a sales process for some or all, in whole or in part, of its assets. The Court also appointed Grant Thornton Limited to work with Look’s Board of Directors and act as Monitor to conduct and manage the sales process.

At the special meeting, shareholders overwhelmingly approved, by approximately 94%, the aforementioned sales process and the arrangement resolutions, as set forth in the Plan of Arrangement.

http://www.look.ca/