LETTER OF INTENT TO PURCHASE
This proposal of Intent to Purchase made this 22 day of December, 2004, by NITAR
TECH CORP. ("NITAR") to XXXXX XXXX XXXXXX XXXXXXXXXX and XXXXXXX X. XXXXXXXX
(hereinafter referred as "THE SELLERS") is for the purpose of setting forth the
terms and conditions upon which NITAR will acquire all rights to the
Intellectual property, which will include all Technology, Copy Rights and
Patents or Patents Pending, and Royalty Contracts related to CONETE EDUCAO.
In consideration of the mutual promises, covenants, and representations
contained herein,
THE SELLERS and XXXXX AGREE'S AS FOLLOWS:
ARTICLE I
The Seller agrees to translate EducationonTime from Portuguese to English. The
process of Translation shall commence on or about June 1st, 2005 and it is
agreed by all parties that the time frame could exceed twelve to fourteen
months. When all facets are completed The Seller agrees to transfer 100% of all
issued shares of Connect Education Systems Inc. a corporation registered in the
State of Nevada (hereinafter referred to as "The Company") which is the sole
owner of all rights, Assets, Intellectual property, Technology, Copy Rights and
Patents or Patents Pending, and Royalty Contracts related to CONETE EDUCAO.
XXXXX agrees, after completing the required due diligence to issue from treasury
800,000 Common Shares of Nitar shares as payment in full representing $480,000.
It is mutually agreed that if the Nitar shares at time of closing have a value
greater than $0.60 cents per share it is agreed that the number of Nitar shares
to be transferred shall be reduced proportionately. If the share value is less
than $0.60 cents per share the number of shares issued will increase. It is also
agreed that the total number of shares issue will not be less than 500,000 or
greater than 1,000,000.
CLOSING
The Final Closing of this transaction will not commence or occur until Nitar has
completed its due diligence.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Nitar, jointly and severally represent and warrant to THE SELLERS that the
following shall be true and correct in all respects as of the closing (as
defined in Article IV of this Agreement).
2.01 Organization. NITAR is a corporation duly organized, validly existing, and
in good standing under the laws of THE STATE OF DELAWARE, has all necessary
corporate powers to enter into this agreement. All actions taken by the
Directors and/or shareholders of NITAR have been valid and in accordance with
the laws of THE STATE OF DELAWARE.
2.02 Ability to Carry Out Obligation. The execution and delivery of this
Agreement by Xxxxx and the performance by Xxxxx of their obligations hereunder
will not cause, constitute, or conflict with or result in (a) any breach or
violation or any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or
other agreement or instrument to which The Sellers or Nitar are a party, or by
which they may be bound, nor will any consents or authorizations of any party
other than those hereto be required, (b) an event that would cause The Sellers
to be liable to any party, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of THE SELLERS.
2.03 Full Disclosure. None of representations and warranties made by THE
SELLER'S, or in any certificate or memorandum furnished or to be furnished by
THE SELLER'S, or on their behalf, contains or will contain any untrue statement
of a material fact, or omit any material fact the omission of which would be
misleading.
2.04 Contracts and Leases. The Sellers nor Connect Education Systems Inc. are
not a party to any undisclosed contracts, agreements or leases. No person holds
a power of attorney from The Sellers.
2.05 Compliance with Laws. THE SELLERS and Connect Education Systems Inc. have
complied with, and are not in violation of any federal, state, or local statute,
law, and/or regulation pertaining to THE SELLER'S nor Connect Education Systems
Inc.
2.06 Litigation. Neither THE SELLER'S nor Connect Education Systems Inc. are not
subject to or in default with respect to any order, writ, injunction, or decree
of any federal, state, local, or foreign court, department agency, or
instrumentality.
2.07 Conduct of Business. Prior to the closing, THE SELLERS shall conduct
Connect Education Systems Inc. business in the normal course, and shall not
without the prior written approval of NITAR:
(a) incur any liabilities,
(b) acquire or dispose of any assets, enter into any contract, guarantee
obligations of any third party, or
(c) enter into any other transaction.
2.08 Corporate Documents. Copies of each of the following documents of Connect
Education Systems Inc., which will be true, complete and correct in all material
respects, will be attached to and made a part of this Agreement:
(a) Minute Books and Articles of Incorporation;
(b) Bylaws;
(c) Minutes of Shareholders Meetings;
(d) Minutes of Directors Meetings;
(e) A Letter from your attorney attesting to the validity and condition of the
Corporation
(f) Share certificate records of Connect Education Systems Inc. and a current,
accurate list of shareholders
(g) The I.R.S. ID No.
(h) Balance Sheet as of Date of Closing, together with all other financial
statements and documents described in ARTICLE IV Section (e)
2.09 Closing Documents. All minutes, consents or other documents pertaining to
NEWCO to be delivered at closing shall be valid and in accordance with the laws
of THE STATE NEVADA.
ARTICLE III
INVESTMENT INTENT
The Sellers agrees that the securities being acquired by the Seller pursuant to
this Agreement are restricted for resale and may not be sold, pledged, assigned,
hypothecate or otherwise transferred, with or without consideration ("Transfer")
for a period of Two Years and only pursuant to an effective registration
statement under the Act, or pursuant to an exemption from registration under the
Act, the availability of which is to be established to the satisfaction of
NITAR. The Sellers agrees prior to any Transfer, to give written notice to NITAR
expressing the desire to effect the Transfer and describing the proposed
Transfer.
ARTICLE IV
By THE SELLER
All of the business and corporate records of including but not limited to
correspondence files, bank statements, checkbooks, savings account books,
minutes of shareholder and directors meetings, financial statements, shareholder
listings, stock transfer records, agreements and contracts required by NITAR to
complete their due diligence.
B. The resignation of all officers of Connect Education Systems Inc.
C. A Board of Directors resolution appointing NITAR designees as directors of
Connect Education Systems Inc.
D. The resignation of all the directors of, except NITAR designees, dated
subsequent to the resolution described in C. above.
E. Certified financial statements of Connect Education Systems Inc., which shall
include a balance sheet dated as of date of closing, and statements of
operations, stockholders' equity and cash flows for the twelve month period then
ended. The financial statements of Connect Education Systems Inc. shall be
covered by a report of a certified public accountant. The accountant's report
shall state that the accountant conducted his audit in accordance with generally
accepted auditing standards, that his audit provided a reasonable basis for his
opinion, and that in his opinion the financial statements covered by the report
present fairly, in all material respects, the financial position of Connect
Education Systems Inc. as of inception in 2004, and the results of its
operations and its cash flows for the twelve months ended at time and date of
closing, in conformity with generally accepted accounting principles. Such
report will not be qualified or limited in any respect.
F. All of the business and corporate records of Connect Education Systems Inc.,
including but not limited to correspondence files, bank statements, checkbooks,
savings account books, minutes of shareholder and directors meetings, financial
statements shareholder listings, stock transfer records, agreements and
contracts.
Such other minutes of Connect Education Systems Inc. shareholders or directors
as may reasonably be required by XxXXX.
By NITAR
A certificate or certificates for shares of NlTAR stock registered in the name
of The Sellers or their designees.
ARTICLE V
REMEDIES
5.01 Arbitration. Any controversy or claim arising out of, or relating to, this
Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in Rochester, New York in accordance with the Rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
5.02 Termination. In addition to any other remedies, THE SELLERS may on or
before the closing date terminate this Agreement without liability.
(i) If any bonafide action or proceeding shall be pending against THE SELLER'S
or NITAR on the closing date that could result in an unfavorable judgment,
decree, or order that would prevent or make unlawful the carrying out of
this Agreement or if any agency of the federal or of any state government
shall have objected at or before the closing date to the acquisition of
Connect Education Systems Inc. by NlTAR or to any other action required by
or in connection with this Agreement;
(ii) If at the Closing The Sellers failed to do all things required to be
completed pursuant to the terms of this agreement.
5.03 Indemnification. The Parties, jointly and severally agree to indemnity the
other against all actual losses, damages and expenses caused by
(i) any material breach of this Agreement or any material misrepresentation
contained herein or
(ii) any misstatement of a material fact or omission to state a material fact
required being stated herein or necessary to make the statements herein not
misleading.
ARTICLE VI
MISCELLANEOUS
6.01 Captions and Headings. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this Agreement.
6.02 No Oral Change. This Agreement and any provision hereof, may not be waived,
changed, modified, or discharged orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
6.03 Non Waiver. Except as otherwise expressly provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have been
made unless expressly in writing and signed by the party against whom such
waiver is charged; and
(i) the failure of any party to insist in anyone or more cases upon the
performance of any of the provisions, covenants, or conditions of this
Agreement or to exercise any option herein contained shall not be construed
as a waiver or relinquishment for the future of any such provisions,
covenants, or conditions,
(ii) the acceptance of performance of anything required by this Agreement to be
performed with knowledge of the breach or failure of a covenant, condition,
or provision hereof shall not be deemed a waiver of such breach or failure,
and
(iii) no waiver by any party of one breach by another party shall be construed
as a waiver with respect to any other or subsequent breach.
6.04 Time of Essence. Time is of the essence of this Agreement and of each and
every provision hereof.
6.05 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
6.06 Counterparts. This Agreement may be executed simultaneously in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.07 Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given, or on the third day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified postage prepaid.
6.08 Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
6.09 Effect of Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the closing and shall, survive the closing of this Agreement.
6.10 Mutual Cooperation. The parties hereto shall cooperate with each other to
achieve the purpose of this Agreement, and shall execute such other and further
documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
6.11 The Seller hereby acknowledges that with the exception of those
certificates to be transferred to NITAR, no stock certificates have been issued
to the other shareholders (a list of those entitled to same having been kept in
book entry form). The Sellers further acknowledges its obligation to prepare and
transfer all certificates to NITAR at the Closing.
Submitted and received this 12th day of January, 2005.
The Seller
Xxxxx Xxxx Xxxxxx Xxxxxxxxxx
President
NITAR TECH CORP.
Xxxx X. Xxxxxx, President
Authorized to bind the company
