Exhibit 9.5
First Frontier Capital Corp.
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December 5, 2000
PERSONAL & CONFIDENTIAL
Board of Directors
Sickbay Health Media, Inc. & its Subsidiaries
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▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
RE: THE PURCHASE OF 5,000,000 SHARES OF CONVERTIBLE PREFERRED STOCK OF
SICKBAY HEALTH MEDIA, INC. FOR THE SUM OF $5,000,000.00.
Gentlemen:
This letter of Intent sets forth, as of the date of its execution, the essential
features for the proposed stock purchase in the above referenced company.
BUYER AND SELLER
The buyer, First Frontier Capital Corp., ("3rd Dimension") may cause a special
purpose acquisition corporation ("Newco") to be formed to effect this
transaction. (As used herein, Newco refers to Newco or First Frontier.) The
Sellers will be the Board of Directors of Sickbay Health Media, Inc. and its
Subsidiaries, ("Seller").
ACQUISITION STRUCTURE
Newco offers to acquire the above referenced stock from Seller in accordance
with the terms and conditions listed below:
1. First Frontier shall purchase 5,000,000 shares of the Sickbay's
convertible preferred Series "A" stock at the purchase price of $1.00
per share.
2. The stock purchased under the terms of this Letter of Intent shall
bear conversion rights at a value of 1 share preferred for 1 share of
common.
Commencing with the acceptance of this Letter of Intent by the Board of
Directors of Seller, Seller will deliver to Newco all relevant financial
information, business plans, contracts, a sources and uses of revenues schedule,
projections and any other information necessary to complete due diligence on the
subject
company. Seller shall permit Newco and its representatives to conduct "due
diligence" to the extent required by Newco, including unrestricted access to
Seller facilities, key personnel, agents and representatives (including
attorneys and accountants).
CONDITIONS
In addition to the necessary agreements contemplated by the Acquisition
Structure above, ▇▇▇▇▇'s proposal to acquire the above referenced stock is
conditioned upon the following:
1. EXCLUSIVE AGENCY AGREEMENTS. Entering into a satisfactory exclusive
Investment Banking Agreement with First Frontier for the provision of
investment banking, financial and mergers and acquisitions services to
the Company over the next five (5) years. The minimum value of the
investment banking services will be $20,000,000 of investment capital
and/or mergers and acquisitions transactions.
2. PURCHASE AGREEMENT. Negotiation and execution of a mutually
acceptable, definitive Purchase Agreement which contains language
making all prior agreements between the parties null and void.
3. FULL COMPLIANCE WITH LAWS. Sellers shall represent that the Company
shall be in full compliance with any and all applicable local, state
and federal laws. Furthermore, there shall be no unpaid taxes, levies,
fines, assessments, etc. against the property at the time of closing.
4. DUE DILIGENCE. Newco must satisfactorily complete, at its sole
discretion, the customary due diligence, which includes but is not
limited to legal and accounting.
5. BOARD OF DIRECTORS. First Frontier shall have the right to appoint two
(2) members to the Board of Directors of Sickbay. The first nominee
("First Member") shall replace the Board member previously appointed
by the former investment banker. The second nominee shall be appointed
by First Frontier upon the closing of the transaction contemplated by
this Letter of Intent. Each appointee must be approved by the Seller's
then current Board, which approval will not be unreasonably withheld.
6. Change of Corporate Operations. First Frontier shall have the right to
nominate the Chief Financial Officer of Sickbay, which Officer may be
an officer or employee of First Frontier. In addition, First Frontier
shall have
the right to have one of its representatives be a co-signatory to any
and all cash disbursements of Sickbay after the closing of the
transaction contemplated by this Letter of Intent. First Frontier's
nominee must be approved by the Seller's then current Board, which
approval will not be unreasonably withheld.
7. MISSING FROM TEXT PROVIDED BY ▇▇▇▇ ▇▇▇▇▇▇
8. MISSING FROM TEXT PROVIDED BY ▇▇▇▇ ▇▇▇▇▇▇
9. Approvals and Consents. To the extent necessary, all necessary
approvals and consents, of third parties, courts and government
agencies shall have been secured.
10. Representations and Warranties. Seller and Newco shall have given to
each other the usual representations, warranties and indemnities.
11. Closing. Closing on the transaction contemplated herein shall take
place on or before December 31, 2000 or other such dates as the
parties may agree.
RESPONSIBILITY FOR FEES
Seller shall pay all legal, accounting and other fees and expenses incurred by
Seller in connection with the sale of stock. Newco shall pay all such fees and
expenses incurred by it in connection with same. First Frontier reserves the
right to charge a transaction fee for its services in facilitating and closing
the transaction contemplated herein. Any other fees relating to services
rendered by any investment banking firms/brokerage firms involved in the closing
of this transaction shall be the sole responsibility of engaging party.
EXCLUSIVITY
In consideration for the substantial expenditures of time, effort and expense to
be undertaken by ▇▇▇▇▇ in connection with the preparation and execution of the
Purchase Agreement, and the various investigations and reviews which have been
and will be performed by ▇▇▇▇▇, Seller agrees that, between the date of
execution of this Letter of Intent and for a period of thirty (30) days
thereafter, Seller shall not enter into an agreement with any other prospective
purchaser of the stock. Seller may, however, enter into discussions with third
parties concerning the sale of the stock.
In the event that Newco shall require more than thirty (30) days to enter into a
Purchase Agreement, then Newco shall have the right to extend the term of this
Letter of Intent by an additional thirty (30) days by placing a refundable
deposit in the amount of $250,000 in escrow with the Seller's attorney.
This letter is understood to be construed as an offer to purchase 5,000,000
shares of preferred stock of Sellers and is not binding on any party hereto, it
being understood and agreed that the parties shall only be bound by a mutually
acceptable definitive stock purchase agreement duly executed by ▇▇▇▇▇ and
Sellers. Notwithstanding the foregoing items headed "Responsibility for Fees"
and "Exclusivity" shall be enforceable as between the parties hereto and shall
survive any termination of our discussions.
If the foregoing meets with your approval, kindly so signify by signing and
returning the enclosed duplicate copy, whereupon this document constitutes a
Letter of Intent between the parties in accordance with the terms and provisions
set forth above.
We look forward to working with you to successfully conclude this transaction.
Very truly yours,
First Frontier Capital Corp.
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, PRESIDENT
Accepted by:
SICKBAY HEALTH MEDIA, INC.
By: MARCH ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
President & CEO
