LETTER OF INTENT
(Purchase of All the Shares of a
Company)
-Strictly Personal and
Confidential-
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740 St-Maurice
Street, suite 102
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TO: The
Shareholders of :
Micro Bubble Technologies Inc.
1250 South
Grove Ave., Suite 308
Barrington,
Illinois, USA
(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;
The purpose of
this letter of intent ("this Letter") is as follows:
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to summarize
the basic elements of the final agreement which will evidence the
proposed transaction (the "Final Agreement");
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to set forth,
generally, the rights and obligations of the Parties;
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to provide a
framework for the steps preceding and relating to the closing of
the proposed transaction (the "Closing"); and
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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").
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PART
I: PROVISIONS RELATING TO THE PROPOSED
TRANSACTION
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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.
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:
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the audited
financial statements of the Company;
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the interim
financial statements of the Company;
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the budgetary
estimates of the Company for the next ............. (…..)
years;
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various verbal
information and representations;
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various
documents and other information in tangible form .
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Terms and
Conditions of Payment
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The terms and
conditions of payment will be negotiated between the
parties;
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Due
Diligence Review of the Company
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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.
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Preparation
of Audited Financial Statements
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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.
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Ordinary
Course of Business of the Company
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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:
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take any
measure or make any changes liable to adversely affect the Company
or its operations, assets, financial position, projects or
value;
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acquire,
undertake to acquire or offer to acquire all or part (whether or
not substantial) of the assets of another business;
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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;
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carry out an
amalgamation, acquisition, winding-up or corporate
reorganization;
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dispose of all
or part of its assets, except for its inventory in the ordinary
course of business;
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give guarantees
or charge its assets with security of any kind whatsoever in favour
of third parties;
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contractually
bind itself towards a third party without the possibility of
terminating the said contract within no more than fifteen (15)
days;
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make a change
as regards its employees, management, officers or
directors;
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increase the
amount or value of the remuneration (including, without limitation,
salaries, bonuses, expense accounts, allowances and various
contributions) currently paid to its employees, manag
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