BINDING LETTER OF INTENT TREND TECHNOLOGY CORP AND AMERICAN ENERGY COMPANY
BINDING LETTER OF INTENT TREND TECHNOLOGY CORP AND AMERICAN ENERGY COMPANY |
This letter of intent ("LOI") sets forth the understanding, which has been reached between American Energy Company (“Seller") and Trend Technology Corp ("Company"), concerning the acquisition of Seller by Company.
Tranche 1 - $400,000: Upon the completing the acquisition of the Massive, Blue Mountain Ventures, and Xxxxxxx property Coal Deals Tranche 2 - $400,000: Filing the Super 8K with the Securities and Exchange Commission announcing the closing of this business combination. |
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7. Additional Terms and Conditions of the Acquisition. Consummation of the Acquisition will be subject to the following terms and conditions:
(a) A definitive agreement (the "Definitive Agreement") satisfactory to the Company and Seller and Seller’s shareholders shall be executed by Company, Seller and all of Seller's shareholders as soon as practicable. The Definitive Agreement shall contain terms, conditions, representations and warranties, covenants and legal opinions normal and appropriate for a transaction of the type contemplated, including, without limitation, those summarized in this LOI;
(b) Upon signing the Definitive Agreement, the Company shall prepare and file with the SEC all appropriate documents including, but not limited to, a Super 8K and 13D of the Securities Act of 1933. The filings will include, as necessary, description of Seller’s business and Seller’s audited and interim unaudited financial statements prepared in accordance with GAAP and/or PCAOB approved Audit statements and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Seller shall provide such financial statements and information and any additional information the Company may require for inclusion in its filings.
(c) Each party and its agents, attorneys and representatives shall have full and free access to the properties, books and records of the other party (the confidentiality of which the investigating party agrees to retain) for purposes of conducting investigations of the other party;
(d) The Company and Seller shall have received all permits, authorizations, regulatory approvals and third party consents necessary for the consummation of the Acquisition and all applicable legal requirements shall have been satisfied;
(e) It is hereby agreed that the Sellers current Officers and Directors shall receive management contracts that shall include bonuses and stock incentives based upon performance and milestones.
(f) Conduct of Business. The Seller shall use its reasonable best efforts to preserve intact the business organization and employees and other business relationships of the Seller; shall continue to operate in the ordinary course of business and maintain its books, records and accounts in accordance with generally accepted accounting principles, consistent with past practice; shall use its reasonable best efforts to maintain the Seller's current financial condition, including working capital levels; shall not incur any indebtedness or enter into any agreements to make business or product line stock purchase agreements; and shall not declare or make any dividend or stock distributions.
(g) Disclosure. Without the prior written consent of Company, the Seller will, and each party hereto will cause its directors, officers, shareholders, employees, agents, other representatives and affiliates not to, disclose to any person the fact that discussions or negotiations are taking place concerning the transactions contemplated hereby, the status thereof, or the existence of this letter and the terms thereof, unless in the opinion of such party disclosure is required to be made by applicable law, regulation or court order, and such disclosure is made after prior consultation with Company.
(h) Access to Seller. The Seller will give Company and its representatives full access to any personnel and all properties, documents, contracts, books, records and operations of the Seller relating to its business. The Seller will furnish Company with copies of documents and with such other information as Company may request.
(I) Upon completion of the Acquisition, all officers and directors of the Company will resign and appoint new officers and directors of the Company as instructed by the Seller. It is agreed that the assets, as listed in 2-13-2009 10q filing, in the Company PRIOR to this business combination will be given back to the resigning officers and/or directors of the Company as compensation for the completion of this business combination.
11. No Other Offers. The Seller and its principal shareholders each acknowledges that Company will incur significant expense in connection with its due diligence review and preparation and negotiation of the Purchase Agreement. As a result, upon execution of this letter the Seller and the Principal Shareholder shall terminate any existing discussions or negotiations with, and shall cease to provide information to or otherwise cooperate with, any party other than Company and its representatives with respect to an Stock purchase agreement Transaction (as defined below). In addition, from and after the date hereof, none of the Seller nor any of its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents, will directly or indirectly encourage, solicit, initiate, have or continue any discussions or negotiations with or participate in any discussions or negotiations with or provide any information to or otherwise cooperate in any other way with, or enter into any agreement, letter of intent or agreement in principle with, or facilitate or encourage any effort or attempt by any corporation, partnership, Seller, person or other entity or group (other than Company and its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents) concerning any merger, joint venture, recapitalization, reorganization, sale of substantial assets, sale of any shares of capital stock, investment or similar transaction involving the Seller or any subsidiary or division of the Seller (each, an "Stock purchase agreement Transaction"). The Seller shall notify Company promptly of any inquiries, proposals or offers made by third parties to the Seller or any of its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents with respect to an Stock purchase agreement Transaction and furnish Company the terms thereof (including, without limitation, the type of consideration offered and the identity of the third party). The Seller and the Principal Shareholder shall deal exclusively with Company with respect to any possible Stock purchase agreement Transaction and Company shall have the right to match the terms of any proposed transactions in lieu of such parties.
The undersigned concur with the matters set forth in the foregoing LOI.
Dated: ___07/03/09 _____ |
TREND TECHNOLOGY CORP | |||
By: ____/s/ Xxxxxxx XxxXxxxxx ___________ |
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Its: | ____President, CEO, CFO. | |||
Dated: ___06/24/2009____ | AMERICA’S ENERGY COMPANY | |||
By: ____/s/Xxxxxxxxxxx Xxxxxxx ___________ |
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Its: __Managing Partner_______________ |