談國外律師事務(wù)所起草的專業(yè)股權(quán)并購意見書

1、LETTER OF INTENTOctober 4, 2004To:Airwaves Sound Desig n Ltd.Second Floor, 25 East Second AvenueVan couver, BC, Canada V5T 1B3RE:Purchase of all of the issued and outsta nding shares (the "Shares") of Airwaves Sound Desig n Ltd. and Airwaves Digital Group Ltd.The followingsets out the basi

2、c terms upon which we wouldbe prepared to purchase the Shares. The terms are notcomprehe nsive and we expect that additi onal terms,in clud ingreas on able warra nties and represe ntatio ns , willbe in corporated into a formal agreeme nt (the "FormalAgreeme nt") to be n egotiated. The basi

3、c terms are as follows:1. Purchaser: Inter netStudios., Inc. (the "Purchaser")2. Target: Airwaves Sound Design Ltd. and Airwaves Digital Group Ltd. (collectively, the "Target")3. Principal Shareholders: Alex Downie and any other shareholders of the Target (the "Ve ndors"

4、;)4. Shares: The Purchaser agrees to purchase from theVen dors and the Ven dors agree to sell, assig n and tran sfer and to cause all holders of the Shares to sell, assign and transfer to the Purchaser, the Shares free and clear of all lie ns, charges and en cumbra nces.5. Transaction: The Purchaser

5、, the Target and the Ven dorswill en ter in to a bus in ess comb in ati on (the "Combi natio n") whereby the Purchaser will acquire all of the issued and outsta nding securities of the Target from all the Ven dorsin excha nge for 500,000 shares in the capital of thePurchaser and opti ons t

6、o purchase 1,500,000 shares in thecapital of the Purchaser at an exercise price per shareequal to the price per share paid by the in stituti onalin vestors in the Financing (as defi ned here in), whichoptio ns will vest as is mutually agreed to among the Purchaser and the Ven dors (the "Acquisi

7、ti on").6. Structure: In order to facilitate the Acquisiti on, thePurchaser, the Target and the Ven dors agree that each will use their best efforts to formulate a structure for theComb in ati on which is acceptable to each of the parties and which is formulated to:?oo comply with all necessary

8、 legal and regulatory requireme nts;oo mini mize or elim in ate any adverse taxcon seque nces; ando be as cost effective as possible.-2-7. Financing: The Ven dors have advised the Purchaser thatit will arrange for the privateplacement of shares in thecapital of the Purchaser for a minimum of $2 mill

9、ion,whichinvestment will close on or before the Closing (as defined here in) and will be on the same terms as the in vestme nt to be made by in stitutio nal in vestors being arran ged by the Purchaser's advisors, WestLB Securities (the "Financing").A portion of the proceeds raised in c

10、onnection with thistran sacti on con templated by this Letter of Intent, shallbe allocated toward the purchase of a compa ny in volved inpost producti on video services on terms acceptable to the Purchaser.8. Access to Information: Immediately upon execution ofthis Letter of Intent, the Purchaser an

11、d its advisors will have full access duri ng no rmal bus in ess hours to, or theTarget and the Ven dors will deliver to the Purchaser,copies of all documents (the "Materials")pertainingto the operati ons of the Target.9. Con diti on(s)Precede nt: The obligatio nof the Purchaserto purchase

12、the Shares will be subject to satisfacti on orwritte n waiver by the Purchaser of the followi ngcon diti on(s) (the "Con diti ons Precede nt") with in 10 daysafter executi on and delivery of the Formal Agreeme nt:oo review and approval of all materials in thepossessi on and con trol of the

13、 Target and theVen dors which are germa ne to the decisi on topurchase the Shares;oo the Purchaser and its solicitors having had areas on able opport un ity to perform the searchesand other due dilige nee reas on able or customaryin a transaction of a similar nature to thatcon templated here in and

14、that both the solicitorsand the Purchaser are satisfied with the results of such due diligence;oo the Purchaser and its accountant having had a reasonable opportunity to review the audited financial statements (including corporate tax returns, general ledger listings, adjusting entries and opening t

15、rial balances) of the Target, prepared in accordance with generally accepted accounting principles and that both thePurchaser and its accountant are satisfied withthe content of such financial statements;oo satisfactory arrangements being made to hirehourly and salaried staff necessary to operatethe

16、 business of the Target including the Target entering into an executive management contract with Alex Downie;o the Purchaser obtaining the consent from anyparties from whomconsent to the transfer of the Shares is required;oo the Purchaser obtaining confirmation that any names used in the business of

17、 the Target is available for use by the Purchaser and can be registered as a trade mark of the Purchaser;oo no material adverse change having occurred in connection with the business of the Target or the Shares;-3-?oo all representations and warranties of the Target and the Vendors being true and al

18、l covenants of the Target and the Vendors having been performed in all material respects as of the Closing;7 / 15o no legal proceedings pending or threatened toenjoin, restrict or prohibit the transactionscontemplated in this Letter of Intent;oo a satisfactory legal opinion being availablefrom Vendors' counsel;oo completion of satisf