EXHIBIT 2.2
Letter of Intent
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Letter of Intent
between
Kai Stefan Dietrich,
business address: Marktstrasse 3, 41236 Monchengladbach, Federal Republic of
Germany,
and
Sandro Schaefer,
business address: Zur Brucke 6, D- 41447 Niederkruchten, Federal Republic of
Germany,
(hereinafter jointly referred to as the "Sellers")
and
ASPi Europe, Inc.
Two Union Square, 601 Union Street, Suite 4200, Seattle, Washington 98101,
United States of America,
(hereinafter referred to as the "Buyer").
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A.
Recitals
WHEREAS the Buyer intends to purchase from the Sellers all of the issued and
outstanding equity securities of Blue Dragon Technologies GmbH (hereinafter
referred to as the "Company");
AND WHEREAS the Sellers intend to sell to the Buyer all of the issued and
outstanding equity securities of the Company,
NOW THEREFORE, the contracting parties agree as follows:
B.
General Principles
It is understood between the contracting parties that they intend to base their
definitive stock purchase agreement on the following principles:
I. Sale of Stock and Consideration
1. The Sellers intend to sell to the Buyer 100% of the issued and
outstanding equity securities of the Company, consisting of
(___??) shares of common stock of the Company (the "Shares") and
to transfer the Shares to the Buyer.
2. The Buyer intends to give the following consideration for the
transfer of said Shares:
- Transfer of 250,000 shares of common stock of the Buyer,
having a par value of $ 0.001 per share (the "Consideration
Shares").
3. The consideration shall be given as follows:
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- At the Closing Date, the Consideration Shares shall be
transferred to a location specified by the sellers.
4. The contracting parties will specify further particulars and
details, especially with regard to the transfer of the
Consideration Shares, taking into consideration the mutual
interests of the parties (including, but not limited to
tax-related considerations).
5. The contracting parties shall enter into definitive documentation
evidencing the terms of this Letter of Intent with a closing date
of no later than August 31, 2000, or such other date as may be
mutually agreed upon by the contracting parties in writing (the
"Closing Date").
6. At the time of closing of the stock purchase referred to herein,
it is understood by the parties that the Board of Directors of
the Buyer shall be adjusted to include representatives such that
Seller's representation on the Board of Directors is no less than
50% of the Board of Directors (if an even number of members of
the Board of Directors is authorized) or a majority (if an odd
number of members of the Board of Directors is authorized). The
Board of Directors will be comprised of at least four members at
the time that definitive documentation is entered into. The
contracting parties intend that the following persons will be two
of the initial Members of the Board of Directors:
Kai Stefan Dietrich
Sandro Schaefer
7. Upon the Closing Date, the Buyer shall have obtained an increase
in its capital stock of U.S. $0.5 million. This capital increase
will have been completed at the Closing Date at which time the
funds will be available to the Company.
II. Representations and Warranties
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1. Standard Representations and Warranties.
The contracting parties will make standard representations and
warranties to be set forth in definitive documentation.
2. Covenants of the Sellers
From the date of this Letter of Intent to the Closing Date, the
Sellers covenant to the Buyer the following:
a. The Sellers will furnish Buyer with whatever corporate records
and documents are available, including the corporate statute, the
internal rules of procedure and the audited financial statements
(under U.S. generally accepted accounting principles) of the
Company.
b. The Company will not enter into any contract or business
transaction, merger or business combination, or incur any further
debts or obligations (other than in the ordinary course of
business) without the express written consent of the Buyer.
c. The Company will not amend or change its corporate statute or
internal rules of procedure, or issue any additional shares of
its common stock without the express written consent of the
Buyer.
d. The Company will not issue any stock options, warrants or other
rights or interests in or to its shares of common stock.
e. The Company will not declare any dividend in cash or stock, or
any other benefit.
f. The Company will not institute any bonus, benefit, profit
sharing, stock option, pension retirement plan or similar
arrangement.
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g. The Sellers agree to indemnify the Buyer against and to pay any
loss, damage, expense or claim or other liability incurred or
suffered by the Buyer by reason of the inaccuracy of any warranty
or representation contained in this Letter of Intent.
3. Covenants of the Buyer
The Buyer will obtain requisite approvals to appoint up to two of the
Sellers' representatives to its Board of Directors on the Closing
Date.
4. Access to Records
Between the date of this Letter of Intent and the Closing Date, the
Sellers will afford any representative of the Buyer free and full
access to all premises, properties, books, accounts, and other records
of the Company in order to provide the Buyer's representatives full
opportunity to make whatever investigations of the Company as Buyer
may desire. If any such investigation or inquiry gives the Buyer
reason to believe that the Sellers may have breached any term or
condition of this Letter of Intent, the Buyer will advise the Sellers
so in writing and this Letter of Intent will be terminated at the
option of the Buyer.
III. General Provisions
1. The contracting parties shall act in good faith and effort in its
negotiations of this Letter of Intent and the execution of definitive
documentation. In addition, the contracting parties shall jointly
prepare a non-binding time schedule for completion of the terms of the
stock transfer
2. In the course of the parties' discussions, the contracting parties
will receive confidential documents and information that are necessary
or appropriate for the stock transfer. Confidential documents and
information within this meaning include such data that are only
accessible to a limited circle of
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persons and that, according to the apparent will of the party
concerned, shall not be disclosed to the public.
The contracting parties agree that these confidential documents and
information are to be treated confidentially and must not be made
available or accessible, whether completely or in part, to any third
party. No party will make use of the documents and information
received from the respective other contracting party, except for the
purpose of the execution of definitive documentation to effect a
closing of this transaction.
3. In case the contracting parties should fail to do such things as are
necessary to close this transaction, they will:
- harmonize all statements to be made; and
- immediately return all confidential documents and other data
received from the respective other contracting party and destroy
any other documents, copies and other duplicated items, etc.
4. Each contracting party shall bear its own expenses, including but not
limited to the costs of any outside consultants.
5. This Letter of Intent is subject to the laws of the Federal Republic
of Germany. The contracting parties agree that any disputes resulting
from this Letter of Intent shall be subject to the jurisdiction of the
Federal Republic of Germany.
6. This Letter of Intent represents the material terms of the present
state of the understanding between the contracting parties. It is
understood by the parties that only the regulations under Item B III.
("General Provisions") of this Letter of Intent shall have a binding
effect. In the event that the closing of this transaction should fail,
for whatever reason, any claims for performance and/or damages that
the contracting parties may have, in particular as to this Letter of
Intent have (except as to "General Provisions"), shall be excluded.
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C.
Due Diligence
The parties agree that each shall take all measures to obtain an accurate report
of its earning position and any economic and/or legal risks. Prior to the stock
transfer, the Buyer will perform a thorough legal and financial audit of the
Company ("Due Diligence") to ensure no material liabilities exist in the
business operations of the Company and to determine all essential legal,
tax-related and operating conditions that considerably influence the Company's
earning capacity and therefore might endanger the economic success of the
intended transaction.
Such Due Diligence shall be completed prior to the execution of definitive
closing documentation by the contracting parties.
SELLERS: BUYERS:
Dusseldorf, Federal Republic of Germany Seattle, Washington, USA
Dated: June 29, 2000 Dated: July 5, 2000
ASPI EUROPE, INC.
/s/ Kai Stefan Dietrich By: /s/ Damon Poole
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Kai Stefan Dietrich
Its: CEO
/s/ Sandro Schaefer
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Sandro Schaefer
