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Exhibit 10.1

 

LETTER OF INTENT

(Purchase of All the Shares of a Company)

 

-Strictly Personal and Confidential-

 

 

FROM:

Ecolocap Solutions Inc.

 

740 St-Maurice Street, suite 102

 

 

Montréal, Québec, Canada

 

H3C 1L5

 

(the "Purchaser")

 

TO:                          The Shareholders of :

Micro Bubble Technologies Inc.

1250 South Grove Ave., Suite 308

Barrington, Illinois, USA

60010

 

(jointly describe as the "Vendor")

 


 

(the Purchaser and the Vendor are hereinafter collectively referred to as the "Parties")

 

RE:                       Purchase of all the issued and outstanding shares of the company Micro

Bubble Technologies Inc., incorporated under the Nevada Law and having its head

office at 1250 South Grove Ave., Suite 308, Barrington, Illinois, USA

60010 (the "Company"), by the Purchaser or its solely owned subsidiary;

 

 

 

PREAMBLE

 

The purpose of this letter of intent ("this Letter") is as follows:

a)  

to summarize the basic elements of the final agreement which will evidence the proposed transaction (the "Final Agreement");

b)  

to set forth, generally, the rights and obligations of the Parties;

 

c)  

to provide a framework for the steps preceding and relating to the closing of the proposed transaction (the "Closing"); and

d)  

to specify the nature and content of the documents to be signed before or at the Closing, such as the Final Agreement, the ancillary agreements and the other documents related to the proposed transaction (the "Closing Documents").

 

  

 

 

 

 

 

 

 

 

 Purchaser  Vendor

 

 

 

 


- 2 -


 

PART I: PROVISIONS RELATING TO THE PROPOSED TRANSACTION

 

1.00

PURPOSE

 

Subject to any other applicable provision of this Letter, the Purchaser intends to purchase from the Vendor all - one hundred percent (100%) - of the issued and outstanding shares of the share capital of the Company.

 

2.00

CONSIDERATION

 

2.01

Purchase Price

As consideration for the proposed purchase, the Purchaser intends to pay the Vendor in Common shares of the Purchaser, for an amount to be determined after a complete due diligence of the Company (the "Purchase Price") and negotiation with the Vendor.

 

2.02           Determination of the Purchase Price

The Purchase Price will determined by the Purchaser following a complete due diligence of the company by the purchaser based upon the following elements provided by the Vendor:

a)  

the audited financial statements of the Company;

b)  

the interim financial statements of the Company;

 

c)  

the budgetary estimates of the Company for the next ............. (…..) years;

d)  

various verbal information and representations;

 

e)  

various documents and other information in tangible form .

 

2.03

Terms and Conditions of Payment

The terms and conditions of payment will be negotiated between the parties;

 

3.00

PRE-CLOSING PERIOD

 

 

3.01

Due Diligence Review of the Company

In order to allow the Purchaser to accurately assess the adequacy of the proposed transaction and to obtain all information required in that regard, the Purchaser may carry out a due diligence review of the Company.

 

 

3.02

Preparation of Audited Financial Statements

The Vendor shall cause a reputable firm of chartered accountants to prepare audited financial statements of the Company, including, among other things, the balance sheet and income statement, for the fiscal year ending on the date of the Closing. The said financial statements shall be prepared in accordance with generally accepted accounting principles and shall be provided with the auditor's report.

 

 

 

 

 

 Purchaser  Vendor

 

 

 

 


- 3 -

 

 

3.03

Ordinary Course of Business of the Company

Between the date of this Letter and the Closing, the Company shall continue its operations in the ordinary course of business, in a manner substantially similar to the course of business up to the date hereof. In particular, but without limiting the generality of the foregoing, the Company shall not do the following, unless the Purchaser has received prior notice thereof from the Vendor:

a)    

take any measure or make any changes liable to adversely affect the Company or its operations, assets, financial position, projects or value;

b)    

acquire, undertake to acquire or offer to acquire all or part (whether or not substantial) of the assets of another business;

 

c)    

acquire, undertake to acquire or offer to acquire all or part (whether or not substantial) of the shares of another company held by a natural or legal person;

d)    

carry out an amalgamation, acquisition, winding-up or corporate reorganization;

 

e)    

dispose of all or part of its assets, except for its inventory in the ordinary course of business;

f)    

give guarantees or charge its assets with security of any kind whatsoever in favour of third parties;

 

g)    

contractually bind itself towards a third party without the possibility of terminating the said contract within no more than fifteen (15) days;

h)    

make a change as regards its employees, management, officers or directors;

 

i)    

increase the amount or value of the remuneration (including, without limitation, salaries, bonuses, expense accounts, allowances and various contributions) currently paid to its employees, manage


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