Exhibit 10.0
[Letterhead]
September 23, 2004
Board of Directors
Seamless P2P LLC
000 Xxxxxxx Xxxxxx XxXxxxx X000
Xxxxxxx Xxxxx, XX 00000
Re: Letter of Intent
Dear Sirs:
This Letter sets forth our mutual understanding and agreement in principle
pursuant to which Seamless Peer 2 Peer, Inc. ("Buyer"), a subsidiary of Alpha
Wireless Broadband, Inc., will acquire the assets of Seamless P2P, LLC
("Seamless"), a California limited liability company.
1. TRANSACTION. "Buyer" desires to buy from "Seamless" desires to sell to
"Buyer"; all the assets of the Seamless which includes but is not limited to the
following, all Software programs developed by and for others, all encryption
codes, patents, pending patents, customer list, order, pending orders,
programmers and developer's contracts and any other asset of the Seamless.
In exchange for all the assets of Seamless, Buyer will deliver the equivalent of
Seven Hundred Thousand ($700,000) of "AWBI" Preferred Stock (1) and Three
Hundred Thousand Dollars ($300,000) worth of "AWBI" Common Stock (2).
2. ADJUSTMENTS TO PURCHASE PRICE. The Purchase Price for the assets of
"Seamless" which has been agreed upon at 1,000,000 dollars worth of preferred
and common stock from AWBI may be adjusted to either: The Minimum evaluation
price of AWBI Preferred and Common Stock would be no less than $800,000 worth of
Stock or the Maximum evaluation price would be no more than $1,200,000 of AWBI
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1 Term of Preferred Stock if Applicable; The Preferred Stock will be
convertible into Common stock at the end of 12 months from date of
issuance. The number of common share that are required to convert into the
dollar value of the Preferred Stock will be based upon a ten day closing
average of the price per share of that the common stock traded. The ten
trading day average will be the ten trading days just prior to end of the
12 month term.
2 Buyer understands that the "AWBI" Common Stock evaluation is based upon per
closing price and that the value of the "AWBI" Common Stock will fluctuate
according to Market Price after close; and that the Preferred Stock will be
exchange for Common Stock after one year from date of close and only
"one-twelfth" of the original total Preferred initially issued, per month
thereafter. It is also understood that the "Seamless" may sell up to
$50,000 worth of the AWBI Common Stock within the first 30 days after
close.
Preferred and Common Stock. The adjustment if it were to occur would be within
the first 90 days after the close of the sale of assets. The agreed upon price
will based upon the Business Appraisal, which will be completed by an
"Accredited Business Appraiser" whose appraisals are in accordance with GAAP and
approved by AWBI's Company Auditor.
3. CLOSING CONDITIONS. The consummation of the Acquisition and related
transactions contemplated hereby shall be subject to the fulfillment of
customary conditions, including the following conditions precedent:
(a) the negotiation and execution of a definitive agreement and other
definitive agreements with respect to the transactions contemplated hereby;
(b) the formal approval of the Board of Directors and, to the extent required,
the stockholders or members of each of the Companies to the transactions
contemplated hereby;
(c) receipt of all required third-party, regulatory and governmental
approvals; (if applicable) and
(d) the completion by each of the Companies of its "due diligence" investigation
concerning the other Company.
(e) "Buyer" will enter into an "Employment Contract" with Xxxxxxx Xxxxx current
CEO of "Seamless" for 3 years, initially with a possible extension of an
additional 3 years to be agreed on within six months before the termination the
initial "Employment Contract" (3).
(f) "Seamless" will within the 10 days of closing obtain a report issued by an
accredited individual within the field of wireless transmissions, explaining the
value of the secure software program that is being and has been prepared by
"Seamless".
(g) "Seamless" will within 90 days of closing obtain a "White Paper" issued by
an accredited PHD within the field of wireless transmissions for explaining the
value of the secure software program that is being and has been prepared by
"Seamless".
(h) Buyer or its parent will secure a funding commitment to provide capital to
"Buyer" to expand, improve and provide financial support to 'Buyer" as per
pre-approved budget submitted by 'Seamless" to "Buyer".
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3 The Employment Contract will allow for pay increases based upon an increase
of "Gross Sales Less Overhead and Expenses" these steps for adjustment are
included in "Exhibit A". After signing this LOI by "Buyer" and Seamless,
"Buyer" will have the Employment contract prepared for Seamless's review
and approval.
4. CLOSING. It is anticipated that the consummation of the transactions
contemplated herein will occur on or before December 31, 2004, or such other
date as the parties may agree.
5. DEFINITIVE AGREEMENTS. The definitive agreements with respect to the
transactions contemplated hereby will contain mutually agreeable representations
and warranties, mutually agreeable provisions for indemnification and other
appropriate and customary terms and conditions.
6. CONFIDENTIALITY. The Parties will hold in confidence and not possess or use
(except to evaluate the proposed business relationship) or disclose any
Proprietary Information except information the Parties can document (a) is in
the public domain through no fault of Parties, or (b) was properly known to the
Parties, without restriction, prior to disclosure by the other, or (c) was
properly disclosed to the Parties by another person without restriction, and the
Parties will not reverse engineer or attempt to derive the composition or
underlying information, structure or ideas of any Proprietary Information. The
foregoing does not grant the Parties a license in or to any of the Proprietary
Information. "Proprietary Information" is defined as business information,
technical information, relationships and/or ideas which each party deems
proprietary information.
7. EXPENSES. Except as may be otherwise provided in the definitive agreement,
the Companies shall each pay their respective expenses (including fees and
expenses of legal counsel) in connection with the transactions contemplated
hereby.
8. EXCLUSIVITY. Unless this Agreement has been terminated, during the period
ending 90 days following the date of this Letter, the Board of Directors and
officers of AWBI agree that they will not solicit proposals or provide any
information to any third party for the purpose of sale, tender offer or merger
with any entity except Seamless.
9. PUBLIC DISCLOSURE. Subject to any applicable requirements of law, neither of
the Companies shall make any public disclosure concerning the subject matter
hereof or the transactions contemplated hereby without the prior written consent
of the other. The parties agree to prepare a mutually acceptable press release
or releases with respect to the transactions contemplated hereby which will be
released by the Companies on or about the date of the execution of this Letter.
10. TERMINATION. The obligations of the Companies under this Letter may be
terminated (a) by mutual agreement of the Companies; (b) by either Company if
the definitive agreements have not been executed on or prior to December 31,
2004; or (c) prior thereto, if the other Company is no longer negotiating in
good faith or if the Board of Directors of such Company determines in the good
faith exercise of its fiduciary duties that such termination is in the best
interests of such Company. In the event either of the Companies decides to
terminate this Agreement, it shall, to the extent reasonably practical, endeavor
to inform the other Company of the reasons for such decision, to provide the
other Company ten days' prior written notice of its intention to terminate and
to afford the other party an opportunity during such ten-business day period to
address the reasons for such termination.
11. NATURE OF AGREEMENT. The Companies acknowledge that this Letter is a
statement of their mutual intention only, and unless definitive agreements are
executed and delivered by the Companies, there are no legally binding agreements
between the Companies with respect to the transactions contemplated hereby.
Notwithstanding the foregoing, the provisions of paragraphs 6, 7, 8, 9, and 10
hereof shall constitute binding legal agreements, shall be enforceable against
the parties in accordance with their respective terms and shall survive any
termination of the transactions contemplated hereby.
12. GOVERNING LAW. This Letter shall be governed by, and construed in accordance
with, the laws of the State of Nevada applicable to contracts made and wholly to
be performed within such state.
If you are in agreement with the terms and conditions of this Letter, please
sign and date the enclosed duplicate of this Letter in the space provided below
and return it to the undersigned.
Very truly yours,
ALPHA WIRELESS BROADBAND, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: President
Accepted and agreed as of the 29th day of September, 2004:
SEAMLESS P2P, LLC
By: /s/ Xxxxxxx X. Xxxxx
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Print Name: Xxxxxxx X. Xxxxx
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Title: LLC Managing Member
