HHHP, INC.
A Florida Corporation
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February 1, 1999
MINDCORP, LLC
a Nevada Limited Liability Company
- and to -
XX. XXXXXXX IRVINE
0000 00xx Xxxxxx
Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Dear Sirs:
Re: HHHP, INC. (the "Company")
- Offer to Acquire 100% of MindCorp, LLC., a Nevada Limited
Liability Company ("MindCorp")
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We write to set out the offer of the Company to you, as the sole
member of MindCorp (the "Member") to acquire all of the membership
interest of MindCorp.
This offer is on the terms and is subject to the conditions set
forth in this letter. If this offer is acceptable, we ask that you
indicate your agreement by signing this letter where indicated
below, completing the required information and returning an
executed copy to us. This offer is open for acceptance until
12:00 p.m. (Pacific Time) on February 1, 1999 (the "Expiry Time"),
at which time this offer will terminate unless extended in writing.
The Company's offer is as follows:
1. Offer to Purchase
-----------------
The Company offers to purchase from the Member all of the
membership interest of MindCorp (the "Membership Interest") on the
terms and subject to the conditions set forth in this offer.
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2. Payment for the Membership Interest
-----------------------------------
Upon acceptance, the Company will issue to the Member 2,375,000
common shares of the Company (each a "Company Share" and together,
the "Company Shares") in consideration for the Membership Interest.
The Member acknowledges and agrees that the Company Shares are
being issued pursuant to available exemptions from the prospectus
and registration requirements of each of the Securities Act
(British Columbia) and the United States Securities Act of 1933.
The Member agrees to abide by all applicable resale restrictions
and hold periods imposed by such statutes.
All shares certificates representing the Company Shares will be
endorsed with the following legend pursuant to the United States
Securities Act of 1933 and the British Columbia Securities Act:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE
BEING OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS IN
RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE
REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE
PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH
REGISTRATION. THE SECURITIES REPRESENTED BY THIS SHARE
CERTIFICATE ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE
TRADED IN BRITISH COLUMBIA UNTIL THE EXPIRY OF THE HOLD
PERIOD EXCEPT AS PERMITTED BY THE SECURITIES ACT BRITISH
COLUMBIA) AND THE REGULATIONS MADE UNDER THE ACT.
The Member acknowledges that the Company may issue prior to the
Closing Date a total of up to 4,000,000 common shares at a price of
$0.08 per share for proceeds of $320,000 US. The Member
acknowledges and agrees that the Company may issue prior to the
Closing Date up to 680,000 common shares at a price of $1.00 US per
share for proceeds of up to $680,000. The Member consents to these
issuances of shares which may be completed prior to or after
Closing, and agrees the Company has no obligation to complete these
share issuances.
The Member consents to the change of the name of the Company from
"HHHP, Inc." to XXxxxxxx.Xxx Corp.", which name change may be
completed prior to the Closing Date.
3. Closing Date
------------
The date of the closing of the purchase and sale of the Membership
Interest will be the 16th day of February, 1999 (the "Closing
Date").
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4. Representations and Warranties of MindCorp and the Member
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The Company's purchase will be based on the joint and several
representations and warranties by MindCorp and the Member that:
(A) MindCorp is a limited liability corporation duly
organized, validly existing and in good standing under
the laws of the State of Nevada;
(B) the Membership Interest is owned by the Member are owned
free and clear of all liens, charges, encumbrances and
security interests;
(C) the Member is the sole member of MindCorp.;
(D) MindCorp has no indebtedness, debt or other liability to
the Member;
(E) the Member is the sole officer and director of MindCorp;
(F) no person has any option, warrant or other right to
acquire any membership interest in or assets of MindCorp;
(G) MindCorp is the owner of all assets required for the
conduct of its business as disclosed in its financial
statements, in its business plan and as represented to
the Company. The Member is not the owner of any assets
used by MindCorp in the conduct of its business or
necessary for the completion of the business plan of
MindCorp;
(H) the liabilities and indebtedness of MindCorp do not
exceed the amount set forth in the Financial Statements
and there will not be any increase in such liabilities
prior to the Closing Date other than in the ordinary
course of business;
(I) all assets of MindCorp are owned by MindCorp free and
clear of all liens, charges and other financial
encumbrances;
(J) the books and records of MindCorp fairly and correctly
set out and disclose in all material respects, in
accordance with generally accepted accounting principles,
the financial position of MindCorp as at the date hereof,
and all material financial transactions of MindCorp
relating to its business have been accurately recorded in
such books and records;
(K) the balance sheet of MindCorp as at @, 1999 and the
income statement of MindCorp for the period from @, 1998
to @, 1999 (the "Financial Statements") as attached
hereto, present fairly and correctly the assets,
liabilities (whether accrued, absolute, contingent or
otherwise) and the financial condition of MindCorp as at
the date
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thereof and there will not be, prior to the
Closing Date, any increase in such liabilities or other
material change other than in the ordinary course of
business;
(L) the business of MindCorp has been carried on in the
ordinary and normal course by MindCorp since the date of
financial statements;
(M) MindCorp is not in material default or breach of any
agreements to which it is a party and there exists no
state of facts which after notice or lapse of time or
both which would constitute a default or breach of any
such agreements;
(N) there are no actions, suits or proceedings pending or
threatened against or affecting MindCorp and the Member
is not aware of any existing ground on which any such
action, suit or proceeding might be commenced with any
reasonable likelihood of success;
(O) MindCorp owns all intellectual property, including
patents, trademarks, copyrights and confidential
information, as required to conduct its business in
accordance with its business plan and promotional
material.
5. Representations and Warranties of The Company
---------------------------------------------
The Company represents and warrants to the Member that:
(A) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Florida;
(B) upon issue, the Company Shares will be fully paid and
non-assessable shares in the capital of the Company;
(C) the authorized capital of the Company consists of
50,000,000 shares of common stock, par value of $0.001
per share (the "Common Stock"), of which 1,000,000 shares
of Common Stock have been issued and are outstanding as
of the date of this Agreement;
(D) no person has any option, warrant or other right to
acquire any shares of the Company, except as disclosed in
this Agreement;
(E) the Company does not own any assets;
(F) the Company does not have any liabilities or
indebtedness to any party;
(G) the Company is not party to any material agreements;
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(H) there are no actions, suits or proceedings pending or
threatened against or affecting the Company and the
Company is not aware of any existing ground on which any
such action, suit or proceeding might be commenced with
any reasonable likelihood of success
(I) the shares of Common Stock of the Company are traded on
the NASD OTC Bulletin Board and the Company is in
compliance with all applicable United States securities
laws.
6. Conditions Precedent to Closing
-------------------------------
The Company's obligation to complete the purchase of the Membership
Interest is subject to each of the following conditions:
(A) all representations and warranties of the Member will be
true and correct in all material respects on the Closing
Date;
(B) there shall have been no material adverse change to the
business of MindCorp between the date of acceptance and
the Closing Date;
(C) the Member will have made the deliveries contemplated in
this offer on the Closing Date;
(D) all books, accounting records, legal documentation,
financial statements, material contracts relating to
MindCorp will have been delivered to the Company prior to
or on the Closing Date.
The Member's obligation to complete the sale of the Membership
Interest to the Company is subject to each of the following
conditions:
(A) all representations and warranties of the Company will be
true and correct in all material respects on the Closing
Date;
(B) the Company will have made the deliveries contemplated in
this offer on the Closing Date.
7. Closing Deliveries
------------------
On the Closing Date, the Member will deliver to the Company:
(A) all executed documents and assignments necessary to
transfer the Membership Interest held by the Member to
the Company;
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(B) written confirmation by the Member, in his individual
capacity and as an officer of MindCorp, as to the truth
and correctness of the representations and warranties of
the Member as of the Closing Date;
(C) all other corporate resolutions, agreements, assignments,
consents and documentation as deemed necessary by the
Company's solicitors to give effect to the transactions
contemplated by this agreement in accordance with
accepted commercial practice.
On the Closing Date, the Company will deliver to each the Member
the certificates representing the Company Shares to which the
Member is entitled, with the legend contemplated by this Agreement
endorsed upon the share certificates.
8. Appointment of Directors
------------------------
On completion of the Closing, the following will be appointed the
officers and directors of the Company:
(A) Directors
Xxxxxxx Xxxxxx
Xxxxxx Xxxxxx
(B) Officers Office
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Xxxxxxx Xxxxxx President
Xxxxxx Xxxxxx Secretary and Treasurer
9. Acceptance
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If the Member wishes to accept this offer, the Member must:
(A) execute this offer where indicated below;
(B) complete all information;
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(C) deliver a copy of the Member's acceptance to the Company
by no later than 12:00 p.m. (Pacific Time) on February 1,
1999.
Yours truly,
HHHP, INC.
by its Authorized Signatory:
Per: \s\ Xxxx Xxxxx
________________________
Director
This offer is accepted and agreed to this 1 day of February, 1999.
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MINDCORP, LLC
by its authorized signatory:
\s\ Xxxxxxx Xxxxxx
____________________________
XXXXXXX XXXXXX, President
- and by -
\s\ Xxxxxxx Xxxxxx
____________________________
XXXXXXX XXXXXX
in his personal capacity
