Weston, FL 33326 TEL: (954) 888-9779 FAX: (888) 693-0961 Sept 11, 2008 STRICTLY PRIVATE & CONFIDENTIAL Loop Networks, LLC VIA EMAIL RE: Purchase of 100% of the issued and outstanding shares of Loop Networks Dear Sir:
000
Xxxxx
Xxxxxxxx Xxxx Xxx 000
Xxxxxx,
XX 00000
TEL:
(000) 000-0000
FAX:
(000) 000-0000
Sept
11,
2008
STRICTLY
PRIVATE & CONFIDENTIAL
Loop
Networks, LLC
VIA
EMAIL
RE:
Purchase
of 100% of the issued and outstanding shares of Loop
Networks
Dear
Sir:
This
agreement (the “Agreement”)
outlines the terms and conditions for the purchase by Next Trip, Inc.
(“Nexttrip”)
of
100% of the issued and outstanding shares of Loop Networks (“Loop
Networks”)
from
the shareholders of Loop
Networks.
All
Assets as Defined in Schedule “A” will be included free and clear of any and all
liens, encumbrances, charges, security interests and claims of
others.
This
Agreement
is
intended to replace the May 8th
Letter
of Intent and serve as the definitive Agreement
to be
used to complete the purchase of the Loop stock . The Agreement
will be
delivered by each of Nexttrip
and the
shareholders of Loop
Networks
(the
“Parties”)
by no
later than 6:00 p.m., Eastern Standard Time, on September 12, 2008, or such
later date as the parties may mutually agree.
The
Parties
intend
that the execution and delivery of the Agreement
will
bind the parties to carry out their obligations and complete the closing (the
“Closing”)
of the
transactions contemplated therein (the “Transaction”)
save
and except for the parties failing to meet conditions of the agreement under
Section 6. The Closing
date
will be set within 5 business days of Nexttrip
receiving regulatory approvals for completion of its merger into its OTC BB
Company. Such approvals are anticipated on or before September 30,
2008.
The
Agreement
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1.
|
Payment. Nexttrip
will
agree to issue on the Closing
date,
Five Million (5,000,000) shares of its common stock (from its anticipated
public entity) to the Loop
Network’s LLC members
(hereafter
referred to as Loop
Networks
shareholders). Nexttrip
shares will be issued to Loop
Networks
shareholders in denominations as defined in Schedule “C” in exchange for
100% of the issued and outstanding shares. It is understood and agreed
by
both the parties that in order to consummate the transaction the
Nexttrip
common shares will have to be issued to Loop
Networks
shareholders from a yet to be created public entity. It is further
acknowledged that these Nexttrip
shares will be restricted from any resale for at least the next 12
months
and there can be no assurances by Nexttrip
that
these shares will ever be eligible for trading. As such, for purposes
of
the transaction these Nexttrip
shares will be deemed to have been issued at a nominal consideration
to
the Loop
Networks shareholders
and Nexttrip
will further undertake to have its accountants provide Loop
Network
members such and opinion if requested for tax purposes.
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|
2.
|
Other
Consideration. Loop
Networks warrants
there are no employment agreements with its employees and that no
employments agreements are to be assumed by Nexttrip. Nexttrip
will
issue One Hundred Thousand (100,000) common shares to certain employees
of
Loop
Networks.
These shares will be directed by Loop
Networks
to
designated employees of Loop
Networks, subject
to review and approval by Nexttrip,
which
will not be unreasonably withheld. These shares will offset all
obligations by Nexttrip
for
the liabilities to all related parties, employees and consultants
recorded
on the July 29, 2008 Unpaid Bills Detail report and any or all unrecorded
liabilities which may have been incurred through the Closing
Date. Furthermore, Nexttrip
will
assume up to Thirty Five Thousand ($35,000) of liabilities of which
these
liabilities are deemed to be necessary and ordinary to conduct the
business of Loop
Networks.
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|
3.
|
Advances. Nexttrip
has advanced One Hundred Thousand dollars (US$100,000) to Loop
Networks
and an additional One Hundred Thousand dollars (US$100,000) to Home
Preview Channel as outlined in the LOI dated May 8th
in
order to keep the operations of both Loop
Networks
and Home Preview Channel running prior to the Closing.
Nexttrip
will agree to forgive these advances and forfeit its right to its
proportionate share ownership at time of closing to thereby allow
for
addition contribution of the Nexttrip
common shares to be distributed among the remaining
Loop Networks
Shareholder.
|
2
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4.
|
Provisions
of the Agreement.
The
Agreement
will contain the following covenants, representations and warranties
to be
made by Loop
Networks
shareholders with respect to the
Transaction,
Loop Networks,
and its business, property and assets (the “Business”).
|
(i)
The
Parties acknowledge that Nexttrip
has had
limited time to complete due diligence on Loop
Networks
and is
relying on the documentation, covenants and representations supplied by
Loop
Networks.
As such
the shareholders, to the best of their knowledge, represent that the
documentation provided to Nexttrip
does not
knowingly contain any untrue statement of a material fact.
(ii)
The
Loop
Networks shareholders,
to the best of their knowledge, have not withheld any material facts that should
reasonably be disclosed to
Nexttrip
relating
to the purchase of
Loop Network’s shares, and/or
the
Loop Networks Business.
|
5.
|
Indemnification.
The Agreement
will also provide that each of the Companies
covenants and agrees to indemnify the other from and against any
and all
damages, losses, costs, and expenses the other may suffer or incur
as a
result of, in respect of, or arising out of; (a) any breach of any
representation or warranty made by either of the Companies
in
the Agreement
(i) any incorrectness or breach of any covenant, representation or
warranty of Loop
Networks
contained in the Agreement; and (ii) any obligations by Loop
Networks
to
make severance payments.
|
|
6.
|
Conditions
to the Agreement and Completion of the
Transaction
|
This
Agreement
and the
execution, delivery and completion thereof as well as the completion of the
Closing Transaction
is
intended to be binding on both parties, however the completion of the
Closing Transaction
will be
further conditional upon the following, for the sole and exclusive benefit
of
Nexttrip:
3
(a) Approvals.
Nexttrip
will
have received all approvals from all required regulatory bodies to allow for
the
issuance of the 5,100,000 common shares to the Loop
Networks
shareholders and employees, including without limitation, the approval of the
SEC, if required.
(b) Legal
Opinion.
On
Closing, Nexttrip
will
receive a legal opinion from Loop
Network’s counsel
containing opinions and provisions customary in transactions of this
nature.
|
7.
|
The
Agreement
and the execution, delivery and completion thereof as well as the
completion of the Closing Transaction
will be conditional upon the following, for the sole and exclusive
benefit
of Loop
Networks:
|
(a)
Legal Opinion.
On
Closing,
Loop
Networks
will
receive a legal opinion from Nexttrip’
counsel,
containing opinions and provisions customary in transactions of this
nature.
(b) No
Material Change, etc.
There
will be no material adverse financial change in the condition of Nexttrip
and its
subsidiaries from the information provided.
Miscellaneous
|
8.
|
Fees.
Each of Nexttrip
and Loop
Networks
is
responsible for its own respective legal expenses in connection with
this
Agreement,
except
Nexttrip
will advance Loop
Networks
funds necessary to complete an audit of its books and records consistent
with General Accepted Accounting Principles for year end 2007 and
year to
date 2008 and any other professional fees associated with work required
to
complete an audit if work commences prior to the
closing.
|
|
9.
|
Exclusivity.
Until the completion of this
Agreement
none of the Parties,
will directly or indirectly, encourage, solicit, initiate or engage
in
discussions or negotiations with any person or entity concerning
or
entertain any offers with respect to any merger, tender offer, sale
of any
material assets, sale of shares of capital stock or similar transaction
involving Loop
Networks
or
for the amalgamation or combination of the business of Loop
Networks
and Home Preview Channel
and Loop Networks
will immediately notify Nexttrip
of
any solicitations, offers or other communications written or oral
or
otherwise, received from any third party within the context of this
Section 9.
|
4
|
10.
|
Hindrance
of the Transaction.
If any person seeks to prevent, delay, or hinder implementation of
the
Closing Transaction
or
seeks to invalidate all or any portion of this Agreement
,
each of the Companies
will vigorously and diligently resist such proceedings and not consent
to
any order that would have such
effect.
|
|
11.
|
Confidentiality.
|
(a) Except
as
and to the extent required by law, neither Nexttrip
nor
Loop
Networks
may not
disclose or use, and will direct its representatives not to disclose or use
to
the detriment of either party any Confidential Information (as defined below)
with respect to this Transaction.
(b) For
purposes of this Section, Confidential
Information
means
any information stamped “confidential” or identified in writing by either party
following its disclosure, unless (i) the information is already known to
the
companies
or their
representatives or to others not bound by a duty of confidentiality or such
information becomes publicly available through no fault either company or its
representatives, (b) the use of such information is necessary or appropriate
in
making any filing or obtaining any consent or approval required to finalize
the
Closing
Transaction,
or (c)
the furnishing or use of the information is required by or necessary or
appropriate in connection with legal proceedings.
|
12.
|
Time.
Time is of the essence.
|
|
13.
|
Laws.
The provisions of this Agreement
will
be governed by the laws of the State of Florida without regard to
its
conflicts of law provisions.
|
|
14.
|
Enurement.
The provisions of this Agreement
will
enure to the benefit and be binding upon each of the undersigned
and their
respective heirs, executors, administrators, legal representatives,
successors and assigns, provided that no party hereto will have the
right
to assign this Agreement
to
any third party except that Nexttrip
will have the right to direct that any required Advances can be made
by a
wholly-owned subsidiary.
|
5
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15.
|
Amendment.
This Agreement
may
only be amended or modified by written instrument executed by each
of the
Parties.
|
|
16.
|
Counterparts.
This Agreement
may be executed in two or more counterparts, by original or facsimile
signature and each such counterpart when taken together will constitute
one and the same Agreement.
|
Please
sign and return one copy to us within the time set forth above, to serve as
confirmation of your acceptance of the agreement hereto.
|
Yours
truly,
|
|
NEXT
TRIP, INC.
|
|
PER:
/s/
Xxxx
Xxxxx
|
|
Xxxx
Xxxxx, Chief Executive Officer
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AGREED
TO AND ACCEPTED THIS 18th
DAY OF September 2008.
On
behalf of Loop Networks by Xxxxx Xxxxxxx
I
have the authority to bind the Organization
PER: /s
Xxxxx X. Xxxxxxx
Title:
Chief Executive Officer and Founder
6
