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1、 .n 更多资料请访问.(.)LETTER OF INTENTOctober 4, 2004To:Airwaves Sound Design Ltd.Second Floor, 25 East Second AvenueVancouver, BC, Canada V5T 1B3RE:Purchase of all of the issued and outstanding shares (the Shares)of Airwaves Sound Design Ltd. and Airwaves Digital Group Ltd.The following sets out the basic
2、 terms upon which we would be prepared to purchase the Shares. The terms are not comprehensive and we expect that additional terms, including reasonable warranties and representations, will be incorporated into a formal agreement (the Formal Agreement) to be negotiated. The basic terms are as follow
3、s:1. Purchaser: InternetStudios., Inc. (the Purchaser)2. Target: Airwaves Sound Design Ltd. and Airwaves Digital Group Ltd. (collectively, the Target)3. Principal Shareholders: Alex Downie and any other shareholders of the Target (the Vendors)4. Shares: The Purchaser agrees to purchase from the Vend
4、ors and the Vendors agree to sell, assign and transfer and to cause all holders of the Shares to sell, assign and transfer to the Purchaser, the Shares free and clear of all liens, charges and encumbrances.5. Transaction: The Purchaser, the Target and the Vendors will enter into a business combinati
5、on (the Combination) whereby the Purchaser will acquire all of the issued and outstanding securities of the Target from all the Vendors in exchange for 500,000 shares in the capital of the Purchaser and options to purchase 1,500,000 shares in the capital of the Purchaser at an exercise price per sha
6、re equal to the price per share paid by the institutional investors in the Financing (as defined herein), which options will vest as is mutually agreed to among the Purchaser and the Vendors (the Acquisition).6. Structure: In order to facilitate the Acquisition, the Purchaser, the Target and the Ven
7、dors agree that each will use their best efforts to formulate a structure for the Combination which is acceptable to each of the parties and which is formulated to:oo comply with all necessary legal and regulatory requirements; oo minimize or eliminate any adverse tax consequences; and oo be as cost
8、 effective as possible. -2-7. Financing: The Vendors have advised the Purchaser that it will arrange for the private placement of shares in the capital of the Purchaser for a minimum of $2 million, which investment will close on or before the Closing (as defined herein) and will be on the same terms
9、 as the investment to be made by institutional investors being arranged by the Purchasers advisors, WestLB Securities (the Financing). A portion of the proceeds raised in connection with this transaction contemplated by this Letter of Intent, shall be allocated toward the purchase of a company invol
10、ved in post production video services on terms acceptable to the Purchaser.8. Access to Information: Immediately upon execution of this Letter of Intent, the Purchaser and its advisors will have full access during normal business hours to, or the Target and the Vendors will deliver to the Purchaser,
11、 copies of all documents (the Materials) pertaining to the operations of the Target.9. Condition(s) Precedent: The obligation of the Purchaser to purchase the Shares will be subject to satisfaction or written waiver by the Purchaser of the following condition(s) (the Conditions Precedent) within 10
12、days after execution and delivery of the Formal Agreement:oo review and approval of all materials in the possession and control of the Target and the Vendors which are germane to the decision to purchase the Shares; oo the Purchaser and its solicitors having had a reasonable opportunity to perform t
13、he searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and that both the solicitors and the Purchaser are satisfied with the results of such due diligence; oo the Purchaser and its accountant having had a reasonable opportunity to
14、 review the audited financial statements (including corporate tax returns, general ledger listings, adjusting entries and opening trial balances) of the Target, prepared in accordance with generally accepted accounting principles and that both the Purchaser and its accountant are satisfied with the
15、content of such financial statements; oo satisfactory arrangements being made to hire hourly and salaried staff necessary to operate the business of the Target including the Target entering into an executive management contract with Alex Downie; oo the Purchaser obtaining the consent from any partie
16、s from whom consent to the transfer of the Shares is required; oo the Purchaser obtaining confirmation that any names used in the business of the Target is available for use by the Purchaser and can be registered as a trade mark of the Purchaser; oo no material adverse change having occurred in connection with the business
