January 4, 2011
January
4, 2011
Edumedia
Software Solutions Corporation
Parkway
Plaza
000
Xxxxxxxxx Xxxx.
Marmora,
New Jersey 08223
Re: Proposed
Transaction
Dear
Sirs:
This
letter agreement will confirm our understanding regarding a proposed transaction
(the “Transaction”)
involving the acquisition by Axiologix Education Corporation, a Nevada
corporation (“Axiologix”) of all of
the assets of Edumedia Software Solutions Corporation (“Edumedia”), a [New
Jersey corporation], used or held for use in connection with its E*Pad software
platform.
The terms
of the Transaction are summarized in the outline attached hereto as Exhibit A (the “Term Sheet”).
Axiologix and Xxxxxxxx will negotiate definitive agreement(s) for the
Transaction (the “Definitive
Agreements”) in good faith with the intention of consummating the
Transaction promptly following satisfaction of the Transaction Conditions (as
defined below). In
order to facilitate due diligence by Axiologix and the negotiation of the
Definitive Agreement(s), Edumedia and Axiologix hereby agree to the following
terms:
1. Due Diligence.
Edumedia hereby agrees to make available to Axiologix all information as may be
reasonably requested by Axiologix to advance Axiologix’s due diligence review of
Edumedia and the negotiations contemplated by this letter agreement toward the
execution and delivery of Definitive Agreement(s). Without limiting
the foregoing, Edumedia will permit, and will cause its partners, officers, key
employees and advisors to permit, Axiologix and its representatives full and
complete access on a confidential basis to Edumedia’s books and records,
facilities, key personnel, vendors, clients and independent accountants in
connection with their due diligence review of Edumedia and its affairs and
operations.
2. Exclusivity Period.
From the date this letter agreement is accepted by Edumedia (the “Acceptance Date”)
until the Termination Date (as defined below), without the prior written consent
of Axiologix, Edumedia will not, and will cause its partners, officers,
employees and other agents not to, directly or indirectly, solicit, facilitate,
encourage, entertain, discuss, negotiate or accept or enter into any offer,
inquiry or proposal from or any agreement with any party other than Axiologix
concerning (i) a disposition of any interest in Edumedia or all or any
substantial portion of the business or assets of Edumedia, (ii) a
license by Edumedia of any technology related to the business of Edumedia other
than in the ordinary course, or (iii) a strategic alliance with any other entity
involving Edumedia’s technology or otherwise related to the business of
Edumedia, and Edumedia will not provide any confidential information to any
party other than Axiologix concerning any such disposition, license or strategic
alliance. Edumedia
will promptly notify Axiologix in writing of any such offer, inquiry or
proposal, the principal terms of the same and the identity of the party making
the same.
3. Conduct of
Business. From the Acceptance Date until the Termination Date,
without the prior written consent of Axiologix, Edumedia will (i) conduct its
business as currently conducted and not enter into any transaction or agreement
or take any action to alter, expand or otherwise change the scope or operations
of its business as currently conducted, and (ii) to use its best efforts to
preserve and protect its properties and assets.
4. Closing Conditions.
The consummation of the Transaction is subject to the satisfaction of customary
closing conditions, including (i) those set forth in the Term Sheet under the
heading “Conditions to Closing” and (ii) that there shall have occurred no
material adverse change in Edumedia’s business, assets, financial condition,
operating results, client, vendor and employee relations, operations or business
prospects as it relates to the E*Pad paltform (collectively, the “Transaction
Conditions”).
Axiologix Education Corporation
Confidential Page
Page
1
5. Termination. This
letter agreement will remain in full force and effect until the earliest to
occur of: (a) execution of Definitive Agreements with respect to the
Transaction, (b) the termination of this letter agreement by Axiologix, at any
time, by delivery of written notice of termination to Edumedia, and (c) the
termination of this letter agreement by Edumedia after January 31, 2011; provided that
Edumedia shall not be entitled to terminate this letter agreement if the failure
of any Transaction Condition shall be due to the action or failure to act of
Edumedia (such earliest date to occur of clauses (a) –(c) referred to herein as
the “Termination Date”).
After the Termination Date, neither party will have any further obligations
hereunder, except that paragraphs 6 and 8-11 will survive the Termination
Date. Nothing
contained in this paragraph shall relieve any party from liability for any
breach of this letter agreement prior to the Termination Date.
6. Disclosure. Xxxxxxxx
agrees that it will make no written or other disclosures or announcements
regarding this letter agreement or the Transaction or the parties hereto to any
person without the prior written consent of Axiologix (which may be withheld in
its sole discretion).
7. Specific
Performance. Edumedia acknowledges and agrees that, in
addition to all other remedies available (at law or otherwise) to Axiologix,
Axiologix shall be entitled to equitable relief (including injunction and
specific performance) as a remedy for any breach or threatened breach of any
provision of this letter agreement. Edumedia further acknowledges and
agrees that Axiologix shall not be required to obtain, furnish or post any bond
or similar instrument in connection with or as a condition to obtaining any
remedy referred to in this paragraph 7, and Edumedia waives any right it may
have to require that Axiologix obtain, furnish or post any such bond or similar
instrument.
8.
Entire
Agreement. This letter agreement constitutes the entire
agreement among the parties with respect to the matters covered hereby and
supersedes all prior agreements, understandings, offers and negotiations (oral
or written). This letter agreement may be amended or modified only by
a subsequent agreement in writing signed by each of the parties.
9. No
Brokers. Each party represents and warrants to each other that
it has incurred no liability for any brokerage fees, agents' fees, commissions
or finders' fees in connection with this letter agreement or the consummation of
the Transaction. Each party will indemnify the other for any such
fees for which it is responsible.
19. Authority; Governing Law;
Counterparts. The parties each represent and acknowledge that it has the
power and authority to enter into this letter. This letter agreement shall be
governed by and construed under the internal laws of the State of New York,
without reference to principles of conflict of laws or choice of laws. This
letter agreement may be executed in counterparts.
11 No Third-Party
Beneficiaries. No person or entity other than the parties to
this letter agreement, their successors and permitted assigns, is intended to be
a beneficiary of this letter agreement.
Please
indicate your acceptance of the terms of this letter (which terms are intended
to be legally binding on the parties hereto as set forth herein) by signing
below and returning by fax an executed copy of this letter to Axiologix no later
than 5:00 p.m. Eastern time on January 4, 2011, via fax 000-000-0000 or email,
Attention: Xxxx X. Xxxxxx (returning an executed original by Federal Express
delivery). Unless so executed and returned by such date, this letter shall be
null and void.
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AXIOLOGIX
EDUCATION CORPORATION
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By:
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Xxxx
X. Xxxxxx,
CEO
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Xxxxxx
and acknowledged this 4th day of
January, 2011.
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EDUMEDIA
SOFTWARE SOLUTIONS CORPORATION
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By:
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Xxxxx
Xxxxx, CEO
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EXHIBIT
A
TERM
SHEET
Acquisition
of
E*Pad
Assets of
Edumedia
Software Solutions Corporation
by
Axiologix Education Corporation
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Acquiror
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Axiologix
Education Corporation
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Target
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Edumedia
Software Solutions Corporation
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The
Acquisition
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Acquiror
(or a subsidiary of Acquiror) will acquire all of the assets of Target
used or held for use in connection with its E*Pad software platform (the
“Acquired Assets”) in exchange for the Purchase Price (as defined
below).
The
Acquired Assets will include (without limitation): all software
related to E*Pad, all intellectual property rights, rights to the name
“E*Pad”, customer list, sales pipeline, customer contracts, accounts
receivable, employee hardware assets, infrastructure hardware, and
Internet domain addresses related to E*Pad.
Acquiror
will assume no liabilities of Target.
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Purchase
Price
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The
purchase price for the Acquisition (the “Purchase Price”) will
equal:
·
10,000,000 restricted shares of Acquiror common stock;
and
·
$120,000 in cash, payable by Acquiror on or before the first
anniversary of the closing of the Acquisition.
The
issuance of shares of Acquiror common stock in connection with the
Acquisition will not be registered under the Securities Act of 1933 and
Target understands that the shares will be restricted securities under the
Securities Act.
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The
definitive documentation for the Acquisition, to be drafted by Acquiror’s
counsel, will contain representations and warranties typical for such
transactions, addressing, among other issues: (a) clear title to the
Acquired Assets; (b) all authorizations and approvals for the Acquisition;
(c) organization of the Acquiror and Target (d) Targets’ financial
statements (for 2010 and 2011 through closing); (e) Contracts; (f)
Liabilities; (g) Litigation and (h) Intellectual Property. The
Acquisition Agreement will also contain various covenants, rights of
indemnity and other negotiated terms as are customary for transactions of
this type.
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Conditions
to Closing
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The
closing of the Acquisition will be expressly subject to and conditioned
upon the following:
(i)
Satisfactory
Completion of Due Diligence. Acquiror shall have
completed its due diligence investigation and findings with respect to the
Acquired Assets and Target to its sole satisfaction;
(ii)
Negotiation and
Execution of the Acquisition Agreement. Acquiror and
Target shall have negotiated and executed the Acquisition Agreement
described above and other related agreements, mutually acceptable to all
parties reflecting our collective understanding of this proposed
transaction; and
(iii)
Execution of
Non-compete Agreement. Target and each principal owner
of Target shall have entered into a five-year non-compete agreement (in
form and substance satisfactory to Acquiror) with
Acquiror.
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Transaction
Expenses
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Each
party will be responsible for its own costs and expenses in connection
with negotiating and completing the
Acquisition.
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