Weston, FL 33326 TEL: (954) 888-9779 FAX: (888) 693-0961 July 15, 2008 STRICTLY PRIVATE & CONFIDENTIAL Home Preview Channel Trademark of Data TV Networks Suite 500 Chicago, IL 60610 VIA EMAIL RE: Purchase of all Shares of Home Preview Channel Dear Sir:
0000
Xxxxx Xxxxxxxx Xxxx Xxx 000
Xxxxxx,
XX 00000
TEL:
(000) 000-0000
FAX:
(000) 000-0000
July
15,
2008
STRICTLY
PRIVATE & CONFIDENTIAL
Home
Preview Channel
Trademark
of Data TV Networks
000
X.
XxXxxxx Xxxxxx
Xxxxx
000
Xxxxxxx,
XX 00000
VIA
EMAIL
RE:
Purchase
of all Shares of Home Preview Channel
Dear
Sir:
This
agreement (the “Agreement”)
outlines the terms and conditions for the purchase by Xxxxxxxx.xxx, Inc.
(“Nexttrip”)
of all
of the issued and outstanding shares (the “Purchased
Shares”)
of The
Home Preview Channel (“Home
Preview”)
from
the shareholders of Home
Preview.
All
shares purchased will be free and clear of any and all liens, encumbrances,
charges, security interests and claims of others.
If
this
Agreement is not executed and delivered by each of Nexttrip
and the
shareholders of Home
Preview
(the
“Parties”)
by no
later than 6:00 p.m., Eastern Standard time, on July 18th, 2008, or such later
date as the parties may mutually agree to then this Agreement
will
be
null and void and of no further force and effect and each of Nexttrip
and
Home
Preview
will be
released from all obligations hereunder except for those obligations set forth
in Section 11 hereof.
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 15,
2008.
The
Agreement
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1.
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Payment. Nexttrip
will
issue on the Closing
Date
One Million (1,000,000) shares of its common stock to the Home
Preview’s shareholders
in denominations as defined in Schedule “A” in exchange for all the issued
and outstanding shares of Home
Preview’s stock.
The Nexttrip
common shares will be deemed to have a value of $3 million.
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2.
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Employment
Agreements. Home
Preview warrants
there are no unfunded payroll or payroll taxes with any employees
that
have to be assumed by Nexttrip.
One employment agreement, with Xxxxxx Xxxxxxxxx, will be terminated
at
closing.
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3.
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Advances.
Upon signing of this agreement by both Parties,
Nexttrip
will immediately advance fifty thousand dollars (US$50,000) to
Home
Preview
and will advance an additional fifty thousand dollars (US$50,000),
by July
31, 2008. These funds will be used to cover critical expenses, as
outlined
in Schedule
“B”, in
order to keep the operations running prior to the Closing.
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4.
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Provisions
of the Agreement.
The
Agreement
will contain the following covenants, representations and warranties
to be
made by Home
Preview
shareholders with respect to the
Transaction,
Home Preview,
and its business, property and assets (the “Business”).
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i) The
major
Home
Preview shareholders
(Megunticook, KB Partners and OCA Ventures) agree to a non-solicitation of
Home
Preview
employees, for any business venture similar to Home Preview. For greater
certainty and without limitation, the Agreement will provide that the survival
period of the non-solicitation will be for a one year term following
the
Closing;
(ii)
The
Parties acknowledge that Nexttrip has had limited time to complete due diligence
on Home Preview and is relying on the documentation, covenants and
representations supplied by Home
Preview.
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.
(iii)
The
Home
Preview 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
Home Preview’s shares
of
common stock, and/or
the
Home Preview Business.
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5.
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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 Home
Preview
contained in the Agreement; and (ii) any obligations by Home
Preview
to
make severance payments.
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2
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6.
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Conditions
to the Agreement and Completion of the
Transaction
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The
Agreement
and the
execution, delivery and completion thereof as well as the completion of the
Transaction
will be
conditional upon the following, for the sole and exclusive benefit of
Nexttrip:
(a) Approvals.
Nexttrip
will
have received all approvals from all required regulatory bodies to allow for
the
issuance of the 1,000,000 common shares to the Home
Preview
shareholders,
including without limitation, the approval of the SEC, if required.
(b) Legal
Opinion.
On
Closing, Nexttrip
will
receive a legal opinion from Home
Preview’s counsel
containing opinions and provisions customary in transactions of this
nature.
(c) Charter
Agreement:
The
Closing is further conditional upon Nexttrip
evidencing that Home
Preview
has
maintained its Program Distribution agreements for the Comcast systems in
Baltimore/Washington; Houston and Xxxxxxxxxx.
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0.
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The
Agreement
and the execution, delivery and completion thereof as well as the
completion of the Transaction
will be conditional upon the following, for the sole and exclusive
benefit
of Home
Preview:
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(a)
Legal Opinion.
On
Closing, Home
Preview
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.
If
any of
the foregoing conditions are not fulfilled or extended by mutual consent before
the Closing
Date,
this
Agreement
will be
null and void and of no further force or effect and each of the Companies
will be
released from all obligations hereunder except for those obligations set forth
in Section 11 hereof.
3
Miscellaneous
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8.
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Fees.
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(a) Each
of
Nexttrip
and
Home
Preview
is
responsible for its own respective legal expenses in connection with this
Agreement,
except
Nexttrip
will
advance Home
Preview up
to
$20,000 for Home
Preview’s
legal
fees for this transaction.
(b) Home
Preview
will
order an audit of its books and records consistent with General Accepted
Accounting Principles for year end 2007 and year to date 2008. Home
Preview
will
utilize its current auditor, Bansley & Xxxxxx, to complete this audit.
Nexttrip
will pay
the professional fees associated with this audit.
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9.
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Exclusivity.
Until the completion of the Transaction
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 Home
Preview
or
for the amalgamation or combination of the business of Home
Preview
and Home
Preview
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.
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10.
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Hindrance
of the Transaction.
If any person seeks to prevent, delay, or hinder implementation of
the
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.
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11.
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Confidentiality.
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(a) Except
as
and to the extent required by law, Nexttrip
may not
disclose or use, and will direct its representatives not to disclose or use
to
the detriment of the Home
Preview
any
Confidential Information (as defined below) with respect to Home
Preview,
or
their respective representatives at any time or in any manner other than in
connection with its evaluation of the Transaction.
(b) For
purposes of this Section, Confidential
Information
means
any information about Home
Preview
stamped
“confidential” or identified in writing as such to Nexttrip
by
Home
Preview
promptly
following its disclosure, unless (i) the information is already known to
Nexttrip
or its
representatives or to others not bound by a duty of confidentiality or such
information becomes publicly available through no fault of Nexttrip
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
Agreement,
or (c)
the furnishing or use of the information is required by or necessary or
appropriate in connection with legal proceedings. Upon the written request
of
the Home
Preview,
Nexttrip
will
promptly return to Home
Preview
or
destroy any Confidential
Information
in its
possession and certify in writing to Home
Preview
that it
has done so.
4
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12.
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Time.
Time is of the essence.
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13.
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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.
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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 the Advances be made by a wholly-owned
subsidiary.
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15.
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Amendment.
This Agreement
may
only be amended or modified by written instrument executed by each
of the
Parties.
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16.
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Counterparts.
This Agreement
may be executed in two or more counterparts, by original or telefacsimile
signature and each such counterpart when taken together will constitute
one and the same Agreement.
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This
Agreement
will
be
open for acceptance by you until 6:00 p.m. (Eastern Standard Time) on July
18,
2008, failing which this Agreement
will
be
null and void and of no force or effect.
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.
5
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Yours
truly,
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NEXTTRIP
INC.
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PER: /s/
Xxxx
Xxxxx
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Xxxx
Xxxxx, Chief Executive
Officer
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AGREED
TO AND ACCEPTED THIS 17th
DAY OF July 2008.
On
behalf of Home Preview Channel I
have the authority to bind the Organization
PER: /s/
Xxxxxx X. Xxxxxxxxx WITNESS:
/s/ Xxxxxx Xxxxxx
Title:
Chief Executive Officer and Chairman
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