Memorandum of Understanding Effective Date: August 25, 2007
Memorandum
of Understanding
Effective
Date: August
25, 2007
Between:
Brampton
Crest International, Inc., a Nevada corporation (“Brampton”)
And:
America’s
Emergency Network, LLC, a Florida limited liability company
(“AEN”)
Both
Brampton and AEN (the “Parties”) have mutually agreed to enter into a business
relationship as
per the
following terms and conditions:
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Intent
of the Parties
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The
Board of Directors of Brampton and Managers of AEN believe it is
in the
best interests of their respective companies and the stockholders
and
members of their respective companies that Brampton purchases from
the
members of AEN all of the membership interests of AEN. The Parties
intend
that Phase II of the proposed transaction qualify as a tax free
re-organization of AEN. Accordingly, the
terms set forth on the Preliminary Term Sheet attached hereto (the
“Preliminary Term Sheet”) are preliminary and therefore subject to
modification based upon an analysis of potential tax consequences
on the
Parties.
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Due
Diligence
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The
transactions contemplated by this Memorandum of Understanding are
subject
to completion of due diligence by Brampton. Due
diligence shall be completed by Brampton within 45 days of the execution
of this Memorandum of Understanding
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Action
prior to Closing
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Following
satisfaction by Brampton (in its sole discretion) of its due diligence,
counsel to AEN shall draft the definitive agreements (the “Definitive
Agreements”) incorporating the intent of the Parties as set forth in the
Preliminary Term Sheet.
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Intended
Timing
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The
closings of the proposed transactions shall take place in accordance
with
the terms of the respective transactions as set forth in the Preliminary
Term Sheet.
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Preliminary
Terms
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As
per Preliminary Term Sheet
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1
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Costs
and Fees
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Each
party shall bear their own attorneys’ fees, costs and expenses incurred in
connection with the transactions contemplated in paragraphs 1 (a)-(d)
and
2(a) of the Preliminary Term Sheet; provided, however, that Brampton
shall
pay the attorneys’ fees, costs and expenses incurred in connection with
the Private Placement (as such term is defined in the Preliminary
Term
Sheet); and provided, further, that in the event that Brampton determines
that it will not proceed with the Merger (as defined in the Preliminary
Term Sheet) for any reason or no reason, other than as a result of
AEN’s
failure to meet its projections as set out in its most recent business
plan, or a breach of a representation or warranty of AEN as contained
in
the merger agreement, then Brampton shall pay to AEN an amount equal
to
$75,000.
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No
Shop/Confidentiality
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The
Parties agree to work in good faith expeditiously towards a closing
of the
transaction contemplated in the Preliminary Term Sheet. From the
date of
this Memorandum of Understanding up to and including the Phase I
Closing
Date (as such term is defined in the Preliminary Term Sheet), AEN
agrees
that it will not, without the prior consent of Brampton, take any
action
to solicit, initiate, encourage or assist the submission of any proposal,
negotiation or offer from any person or entity other than Brampton
relating to the sale or issuance, of any of the membership interests
of
AEN or the other disposition of AEN or any material part of the stock
or
assets of the AEN and shall notify Brampton promptly of any inquiries
by
any third parties in regards to the foregoing. AEN, its officers,
directors, members, unitholders, agents and representatives (collectively,
“Representatives”) and Brampton and their Representatives shall hold in
confidence and not disclose the terms of the proposed transaction
or the
existence of this Memorandum of Understanding without the written
consent
of the other Party.
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Public
Statements
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None
of Brampton, AEN or any of their respective Representatives shall
make any
public statements about the proposed transactions without the prior
written consent of the other Party, which consent shall not be
unreasonably withheld.
None
of Brampton, AEN or any of their respective Representatives shall
make any
public statements prior to execution of a Definitive Agreement; unless
an
8K Form is required to be filed in the opinion of Brampton’s
counsel.
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2
The
Parties agree and acknowledge that the Definitive Agreements shall contain
such
conditions, representations, warranties and indemnities acceptable to the
Parties and their respective counsel, and shall be subject to the approval
of
the chief executive officers or managers of the Parties, their shareholders
and
members where appropriate, and their respective Boards of Directors and
Managers.
The
Parties acknowledge that this Memorandum of Understanding is not, nor is it
intended to be, a legally binding contract and no such contract shall be implied
hereby absent the execution and delivery of mutually satisfactory Definitive
Agreements; provided,
however,
that
the provisions hereof concerning Due Diligence, Costs and Fees, No
Shop/Confidentiality, and Public Statements, and paragraphs 1 and 2(a) of the
Preliminary Term Sheet are intended to be binding upon the Parties. A breach
of
any of the aforesaid binding provisions shall entitle the non-breaching party
to
seek equitable relief, including but not limited to injunctive relief, in
addition to all remedies at law. This Memorandum of Understanding shall be
governed by the internal laws of the State of Florida excluding conflict of
law
principles. The prevailing party in any legal proceeding shall be entitled
to an
award of costs and expenses (including attorneys’ fees).
This
Memorandum of Understanding shall be binding on, and shall inure to the benefit
of, the parties and their respective heirs, legal representatives, successors
and assigns.
The
Parties hereby agree that each provision herein shall be treated as a separate
and independent clause, and that the unenforceability of any one clause shall
in
no way impair the enforceability of any of the other clauses herein. Moreover,
if one or more of the provisions contained in this Memorandum of Understanding
shall for any reason be held to be excessively broad as to scope, activity,
or
subject so as to be unenforceable at law, such provision or provisions shall
be
construed by the appropriate judicial body by limiting and reducing it or them,
so as to be enforceable to the maximum extent compatible with the current
applicable law.
This
Memorandum of Understanding shall not be amended or modified except by a writing
executed by both Parties. Any waiver by either party of a breach of any
provision of this Memorandum of Understanding shall not operate or be construed
as a waiver of any subsequent breach of such provision or any other provision
hereof.
This
Memorandum of Understanding represents the entire understanding of the Parties
regarding the terms and conditions hereunder, and supersedes and terminates
all
prior communications, agreements and understandings, whether oral or written,
relating to the subject matter hereof.
3
This
Memorandum of Understanding may be executed in one or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Confirmation of execution by electronic
transmission of a facsimile signature page shall be binding upon any party
so
confirming.
IN
WITNESS WHEREOF,
the
parties have executed this Memorandum as of the date first above
shown.
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Brampton
Crest International, Inc.
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America’s
Emergency Network, LLC
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By:
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By:
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Title:
President
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Title:
President and Managing Member
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