LANS HOLDINGS, INC.
Penthouse Menara Antara
Xx 00 Xxxxx Xxxxx Xxxxxx
Kuala Lumpur, Malaysia
November 17, 2014
DELIVERED
PayFlex Systems
(Insert Address)
Xxxxxx Xxxxx
(Insert Address)
Dear Sirs:
This letter of intent is to confirm our agreement
in principle to proceed to negotiate in good faith a definitive licensing agreement (the “Licensing Agreement”) between
Lans Holdings Inc., (“Lans”, a publicly traded corporation being referred to herein as the “Licensee”),
PayFlex Systems, (“PayFlex”), and Xxxxxx Xxxxx (“Xxxxxx”) (and, together, PayFlex, and Xxxxxx are referred
to herein as the “Licensor”) for the Exclusive Worldwide Rights by the Licensor to the Licensee of all of the codes,
patent and intellectual rights of the Licensor used in the business of PayFlex which is a payment processor.(the “Worldwide
License”) The Worldwide License is three fold:
| 1) | The PayFlex is developing its unique platform to allow the seller of
products online to enter a few pieces of information to allow them to generate a unique piece of code that will make a buy button
to be placed on a seller’s website. The buy button will automatically process payments and keep track of the inventory of
the seller’s products. |
| 2) | PayFlex, also has a group buying platform. It is not competing with
coupon sites that showcase retail services. Instead the focus is on selling imported/exported goods in large quantities. The business
is to connect companies and people who want to buy in bulk. Costco-like Groupon , or Alibaba-like Groupon. |
| 3) | PayFlex makes it simple to process payment for your goods and services.
Traditionally, sellers have to be a licensed company, set up merchant accounts and are required have to code. PayFlex will advertise
your product and showcase it. You can advertise it on your own site too. We will handle the payment and pay you your cut. (collectively
the “Business”), |
On the terms and conditions to be set out herein
and in the Licensing Agreement, with the licensing rights contemplated by the Licensing Agreement to be completed on or before
December 1, 2014, or such other date agreed to by the parties (the “Closing Date”, with the completion of the transactions
contemplated on the Closing Date being referred to herein as the “Closing”).
| 1.1. | Licence to be Acquired. The licence to be acquired are all
of those licenses used in the Business including, without limitation, the following: |
| 1.1.1. | all agreements, contracts, permits and licences issued or entered
into relating to the Business including, without limitation, the contracts, permits and licences hereto (collectively, the “Contracts
and Permits”), and the principal right to carry on the Business Worldwide without restriction; and |
| 1.1.2. | all goodwill and all intellectual property of the Business and relating
to the patents, codes, coding, including, without limitation, all customer and supplier lists, marketing materials, tradenames,
trademarks, domain names, telephone numbers, patents, processes, plans, designs, prototypes and other intellectual property relating
to the Business including, without limitation, the tradenames and the patents hereto, (the “Goodwill and Intellectual Property”); |
(collectively,
all such rights and assets are referred to herein as the “Worldwide Licences”).
| 2. | LICENCE PRICE AND CAPITAL COMMITMENTS |
| 2.1. | Subject to the adjustments set out in paragraph 3, the licence
price for the Licences shall be (US) $150,000 within 90 days after Closing (the “Licence Price”), and shall be allocated
as set out in Appendix A hereto. The Licensee shall be responsible for and shall pay any taxes payable upon a transfer of the Licences. |
| 2.2. | The Licensor will advise the Licensee that additional funding is
needed to develop the Business as follows: |
| 2.2.1. | (US)$ 200,000 within 90 days after Closing; |
| 3.1. | Subject to the adjustments contemplated by this paragraph 3,
the Licence Price shall be payable by the Licensee to the Licensor, or a maximum of seven nominees of Xxxxxx Xxxxx, as follows: |
| 3.1.1. | By Issuing Shares in the Capital of the Licensee as follows: |
| 3.1.1.1. | 55% of the total issued and outstanding shares of the Licensee shall
be allotted and issued to the Licensor or its nominies as set out above at the Closing; and |
| 3.1.1.2. | the number of shares required to bring the Licensor’s total
percentage of ownership of shares in the capital of the Licensee up to 70% shall be allotted and issued to the Licensor or its
nominies as set out above and on; (i) the anniversary of the Licensing Agreement in which the Licensee’s audited filed financial
statement for gross annual revenues attributable to the Business exceed (US) $5,000,000.; |
provided that
at no time shall the aggregate of such shares issued by the Licensee to the Licensor or its nominees be greater than 70% of the
total issued and outstanding shares of the Licensee. The Licensor acknowledges that the issuance and transfer of any such shares
issued in payment of the License Price will be restricted and regulated in accordance with, and is subject to, all applicable laws
including, without limitation, the laws of the United States; and
| 3.1.2. | By Xxxx as follows: |
| 3.1.2.1. | (US)$150,000 for the Worldwide License rights within 90 days after
Closing; |
| 3.1.2.2. | (US)$200,000 for working capital of the Company to be paid within
90 days after Closing; |
all of which
amounts shall be payable without interest and may be paid by the Licensee without notice, bonus or penalty.
| 3.2. | The Licensee shall be entitled to set-off from payments of the Licence
Price any costs or expenses borne, directly or indirectly, by it as a result of any breach or non-fulfilment of any of the covenants,
representations or warranties of the Licensor contained herein or in the Licensing Agreement and/or to demand return, without payment,
of all such shares issued to the Licensor having a market value equal to the value of any losses suffered or incurred by the Licensee
as a result of such breach or non-fulfilment by the Licensor. |
| 3.3. | The Licensor shall be entitled to any costs or expenses borne, directly
or indirectly, by it as a result of any breach or non-fulfilment of any of the covenants, representations or warranties of the
Licensee contained herein or in the Licensing Agreement, with any settlement to be paid with shares or cash at the option of the
Licensee. |
| 4. | REPRESENTATIONS AND WARRANTIES |
| 4.1. | The Licensing Agreement contemplated hereby shall contain representations
and warranties of the Licensor as are customary in transactions of this nature and as are satisfactory to the Licensee’s
solicitors, acting reasonably, including, without limiting the generality of the foregoing, representations and warranties, all
of which shall be made jointly and severally by the Licensor, relating to the following: |
| · | the proper corporate organisation and capacity of PayFlex Systems; |
| · | PayFlex System’s title to, and the nature and quality of, the
Licences, including the absence of liens, mortgages, or any claims or interests whatsoever which are adverse to the anticipated
unencumbered interest of the Licensee in the Licences and the Business; and |
| · | compliance with laws in the operation of the Business including,
without limiting the generality of the foregoing, compliance with environmental laws. |
All representations and warranties
contained in the Licensing Agreement shall survive the Closing for a period of two (2) years.
| 5.1. | The Licensor shall appoint such management as it deems fit to supervise
and manage the business. At the Closing, Xxxxxx shall act as CEO, President, Treasurer, and Secretary with Xxx Xxx remaining on
as Director on the signing of this Letter of Intent. The Licensee shall prior to closing retain control of the Board of Directors,
such that will be contracted to remain on the board until the conditions of the above stated article 3.1.2.2 have been fulfilled,
and in accordance with the Licensee’s constating documents and all applicable laws and the Board of Directors. The Licensee
shall have the right to waive its right to control the Board of Directors prior to meeting the conditions of the above stated article
3.1.2.2. |
| 6.1. | Following execution of this agreement in principle, the Licensor
shall provide the Licensee and its agents reasonable access during normal business hours to the Licenses and reports of the Business
in order to allow the Licensee to conduct due diligence review of the same, and shall fully disclose, explain all information that
is, or could become, material to the Business. |
| 7.1. | Upon execution of the Licensing Agreement, the Licensor and the Licensee
shall each use their best efforts to obtain all necessary third party consents and approvals to the transfer of the Licences and
the closing of the transactions contemplated by the Licensing Agreement. |
| 8.1. | The completion of the transactions contemplated hereby will be subject
to satisfaction of each of the following conditions, each of which is for the sole benefit of the Licensee: |
| 8.1.1. | The Licensee shall have completed its due diligence review of the
Business and the Licenses to its satisfaction and with results satisfactory to the Licensee and the parties shall have entered
into the Licensing Agreement on or before December 1, 2014, or such other date agreed to between the parties hereto; |
| 8.1.2. | There shall have been no material adverse change in the financial
position or condition or prospects of the Business or the Licenses between the date hereof and the Closing; |
| 8.1.3. | All material third party consents shall have been received in form
and substance acceptable to the Licensee, acting reasonably; and |
| 8.1.4. | All reasonable and normal (i.e. which are normal or typical for the
practice of law in the United States) conditions of Closing set out in the Licensing Agreement shall have been waived or fulfilled
by the Licensee, including all representations and warranties, contained in the Licensing Agreement being true and correct, and
all covenants of the Licensor being fulfilled, as of the Closing Date. |
| 9.1. | The Licensor acknowledge that the Licensee will spend considerable
time and money in conducting its due diligence reviews relating to the Licences and in preparing the Licensing Agreement, and in
consideration of this the Licensor agree, jointly and severally, that from the date hereof until the Closing Date (or such earlier
date as the Licensee may advise the Licensor that it does not wish to proceed with the transaction herein contemplated) the Licensor
shall: |
| 9.1.1. | not solicit offers from, or negotiate with, any other party with
respect to the sale of all or any part of the Licences or the Business ; and |
| 9.1.2. | carry on the business of the Licensor in the ordinary course and
preserve and maintain the value of the Licences and the Business. |
| 9.2. | The parties agree not to disclose the terms of the proposed licence
of the Business or the fact that they are negotiating the same to any person or persons, except such of their respective directors,
officers, employees and professional consultants as are necessary to negotiate and complete the same, until mutually agreed. No
party shall make any announcement or other disclosure of this letter of intent or of the transaction contemplated hereby without
the prior approval of the other party as to the timing and content of any such release or disclosure. |
| 9.3. | Each of the parties will pay its own costs, fees and expenses incurred
in connection with the preparation of this letter of intent and the Licensing Agreement, and the completion of the transactions
contemplated hereby and thereby. |
| 9.4. | This letter of intent shall be construed in accordance with the laws
of the state of Nevada applicable therein, and any disputes in relation to this letter of intent shall be heard in the state of
Nevada courts, and each party hereto irrevocably and unconditionally attorns to the exclusive jurisdiction of the state of Nevada
courts. The Licensing Agreement shall be governed by and construed in accordance with the laws of Nevada, and the federal laws
of the United States applicable therein. |
This letter merely evidences the intention
of the parties hereto and is not intended to be legally binding. The proposed action contemplated herein may be terminated by
any of the parties at any time prior to the execution of the definitive license, which shall be controlling thereafter, and each
of the parties agrees to hold the others harmless for any attorney's fees, accountant's fees, expenses or other damages which
may be incurred by failure to consummate the contemplated license.
If the foregoing terms of this letter
of intent accurately reflect your understanding of our negotiations and agreement in principle as at the date hereof, please acknowledge
your agreement in the space indicated below.
Yours very truly,
LANS HOLDINGS INC.
Per: /s/Yap Xxx
Xxx Xxx – CEO / Director
The foregoing terms and conditions of
this letter of intent are hereby acknowledged and agreed to this 17th day of November, 2014.
PAYFLEX SYSTEMS
Per: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx - Witness
S E A L
In their personal capacity:
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
/s/ Witness
Witness
APPENDIX A
Licence Price
Cash
(US)$150,000 for the Worldwide
License rights to be paid within 90 days after Closing;
(US)$200,000 for working
capital of the Company to be paid within 90 days after Closing;
