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LETTER OF INTENT
(Purchase of All the Shares of a Company)
-Strictly Personal and Confidential-
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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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:
The terms and conditions of payment will be negotiated between the parties;
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.
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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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: