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Letter of Intent

Invest ment
This Packet Includes:
1. General Information
2. Instructions and Checklist
3. Letter of Intent/Invest ment
Lett er of Intent /Inves t me nt 1
General Informat i on
Letter of Intent/ I nvest ment
This Letter of Intent is between a compan and an enti t and/or indi vi dual
who intends to invest in the compan in e!chan"e for the purchase of a set
number of compan shares. This letter sets forth the specific intenti ons
re"ardi n" the investment includin" the amount to be invested# the business
to be created and the closin" date of the transacti on.
$ wri tten Letter of Intent re"ardi n" an investment in a prospecti ve compan
is imperati ve. This letter will serve as formal notice of the investment and
will prove inval uable in the event the parties e!perience disa"reements
re"ardi n" the investor% s intenti ons.

Lett er of Intent /Inves t me nt 2
Instructions and Checklist
Letter of Intent/ I nvest ment
&oth parties should read the letter of intent carefull .
Insert all re'uested informati on in the spaces provi ded on the form.
(ead the )Condi ti on*s+ ,recedent) provisions carefull . If an of the
provisions are ambi "uous# set forth wri tten e!ampl es to clarif an
uncertai nt or doubt.
This form contai ns the basic terms and lan"ua"e that should be
included in similar assi"nments.
The potenti al investor must si"n the letter of intent.
&oth parties should retai n either an ori"inal or cop of the si"ned
$ll le"al documents should be kept in a safe location such as a
fireproof safe or safe deposi t bo!.
Lett er of Intent /Inves t me nt 3
!indLe"al!orms# Inc$ %&!L!'( is not a la) firm and does not *rovide
le"al advice$ The use of these materi als is not a su+sti tut e for le"al
advice$ ,nl- an attorne- can *rovide le"al advice$ An attorne-
should +e consulted for all serious le"al matt ers$ .o Attorne-/
Client relationshi* is created +- use of these materi als$
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Lett er of Intent /Inves t me nt 4
RE: Purchase of all of the issued and outstanding shares (the "Shares" of !!!!!!!!!!!!
The following sets out the basic terms upon which we would be prepared to purchase the Shares.
The terms are not comprehensive and we epect that additional terms! including reasonable
warranties and representations, will be incorporated into a formal agreement "the #$ormal
%greement#& to be negotiated. The basic terms are as follows:
1. 'urchaser : ________ . "the #'urchaser#&
2. Target : ___________________ "collectivel(! the #Target#&
3. 'rincipal Shareholders : ________ and an( other shareholders of the Target "the
4. Shares : The 'urchaser agrees to purchase from the )endors and the )endors agree to sell!
assign and transfer and to cause all holders of the Shares to sell! assign and transfer to the
'urchaser! the Shares free and clear of all liens! charges and encumbrances.
*. Transaction : The 'urchaser! the Target and the )endors will enter into a business
combination "the #+ombination#& whereb( the 'urchaser will ac,uire all of the issued and
outstanding securities of the Target from all the )endors in echange for
______________ shares in the capital of the 'urchaser and options to purchase
_____________ shares in the capital of the 'urchaser at an eercise price per share e,ual
to the price per share paid b( the institutional investors in the $inancing "as defined
herein&! which options will vest as is mutuall( agreed to among the 'urchaser and the
)endors "the #%c,uisition#&.
-. Structure : .n order to facilitate the %c,uisition! the 'urchaser! the Target and the )endors
agree that each will use their best efforts to formulate a structure for the +ombination
which is acceptable to each of the parties and which is formulated to:
o compl( with all necessar( legal and regulator( re,uirements/
o minimi0e or eliminate an( adverse ta conse,uences/ and
o be as cost effective as possible.
1. $inancing : The )endors have advised the 'urchaser that it will arrange for the private

placement of shares in the capital of the 'urchaser for a minimum of 2_______! which
investment will close on or before the +losing "as defined herein& and will be on the same
terms as the investment to be made b( institutional investors being arranged b( the
'urchaser3s advisors! _____ Securities "the #$inancing#&. % portion of the proceeds raised
in connection with this transaction contemplated b( this 4etter of .ntent! shall be allocated
toward the purchase of a compan( involved in post production video services on terms
acceptable to the 'urchaser.
5. %ccess to .nformation : .mmediatel( upon eecution of this 4etter of .ntent! the 'urchaser
and its advisors will have full access during normal business hours to! or the Target and
the )endors will deliver to the 'urchaser! copies of all documents "the #6aterials#&
pertaining to the operations of the Target.
7. +ondition"s& 'recedent : The obligation of the 'urchaser to purchase the Shares will be
sub8ect to satisfaction or written waiver b( the 'urchaser of the following condition"s&
"the #+onditions 'recedent#& within 19 da(s after eecution and deliver( of the $ormal
o review and approval of all materials in the possession and control of the Target
and the )endors which are germane to the decision to purchase the Shares/
o the 'urchaser and its solicitors having had a reasonable opportunit( to perform the
searches and other due diligence reasonable or customar( in a transaction of a
similar nature to that contemplated herein and that both the solicitors and the
'urchaser are satisfied with the results of such due diligence/
o the 'urchaser and its accountant having had a reasonable opportunit( to review the
audited financial statements "including corporate ta returns! general ledger
listings! ad8usting entries and opening trial balances& of the Target! prepared in
accordance with generall( accepted accounting principles and that both the
'urchaser and its accountant are satisfied with the content of such financial
o satisfactor( arrangements being made to hire hourl( and salaried staff necessar( to
operate the business of the Target including the Target entering into an eecutive
management contract with ________/
o the 'urchaser obtaining the consent from an( parties from whom consent to the
transfer of the Shares is re,uired/
o the 'urchaser obtaining confirmation that an( names used in the business of the
Target is available for use b( the 'urchaser and can be registered as a trade mar:
of the 'urchaser/
o no material adverse change having occurred in connection with the business of the
Target or the Shares/
o all representations and warranties of the Target and the )endors being true and all

covenants of the Target and the )endors having been performed in all material
respects as of the +losing/
o no legal proceedings pending or threatened to en8oin! restrict or prohibit the
transactions contemplated in this 4etter of .ntent/
o a satisfactor( legal opinion being available from )endors3 counsel/
o completion of satisfactor( ph(sical inspection of the assets of the Target/
o satisfactor( review of title to the assets of the Target/ and
o approval of the ;oard of Directors of the 'urchaser being obtained.
o .t would be the epectation of the 'urchaser that man( of the +onditions
'recedent will be narrowed or eliminated altogether as the 'urchaser completes its
due diligence and the $ormal %greement and schedules thereto are finali0ed.
19. <eturn of 6aterials : The 6aterials will be returned to the Target and=or the )endors! as
applicable! or destro(ed if the $ormal %greement is not eecuted within the time provided.
11. +losing : The closing "the #+losing#& of the transactions contemplated b( this 4etter of
.ntent will occur not later than 19 da(s following the satisfaction or written waiver b( the
'urchaser of the +onditions 'recedent. %t the +losing! the )endors will transfer the
Shares to the 'urchaser free from an( outstanding liens! charges! claims or encumbrances
and eecute all such documents as the 'urchaser3s solicitors ma( re,uire in order to effect
such transfer including a restrictive covenant agreement that the )endors will not compete
an(where in +anada with the 'urchaser in connection with the business of the Target. The
+losing ma( ta:e place b( echange of the appropriate solicitor3s underta:ings! which will
involve each part(3s solicitors delivering to his or her counterpart all re,uired cash and
documentation! to be held in trust and not released until all such cash and documentation
has been eecuted and delivered to the 'urchaser.
12. +osts : The 'urchaser and the )endors will each bear their own epenses in connection
with this 4etter of .ntent and the purchase and sale of the Shares.
13. +onfidentialit( : %ll negotiations regarding the Target and the Shares will be confidential
and will not be disclosed to an(one other than respective advisors and internal staff of the
parties and necessar( third parties! such as lenders approached for financing. >o press or
other publicit( release will be issued to the general public concerning the proposed
transaction without mutual consent unless re,uired b( law! and then onl( upon prior
written notice to the other part(.
14. 'urchase and Sale %greement : ?pon eecution of this 4etter of .ntent! the 'urchaser will
prepare a draft of the $ormal %greement for the )endor@s review.

1*. Aood $aith >egotiations : Bach of the 'urchaser and the )endors will act honestl(!
diligentl( and in good faith in their respective endeavors to negotiate! settle and eecute
the $ormal %greement within 79 da(s following the eecution of this 4etter of .ntent.
1-. Bclusive Cpportunit( : $ollowing the eecution of this 4etter of .ntent! the )endors will
not negotiate or enter into discussions with an( other part( or offer the Shares or an(
interest therein for sale to an( other part( until the time herein provided for settlement of
the $ormal %greement has epired.
11. Standstill %greement : $ollowing the eecution of this 4etter of .ntent and until the
+losing! the )endors will not! directl( or indirectl(! purchase or sell an( securities of the
15. >ot a ;inding %greement : This 4etter of .ntent does not create a binding contract and will
not be enforceable! ecept in respect of the obligations set out in paragraphs 19! 13! 1*!
1- and 11. Cnl( the $ormal %greement! dul( eecuted and delivered b( the )endors and
'urchaser! will be enforceable! and it will supersede the provisions of this 4etter of .ntent
and all other agreements and understandings between the 'urchaser and the )endors with
respect to the sub8ect matter of this 4etter of .ntent.
17. +urrenc( : %ll references to #2# in this 4etter of .ntent shall refer to currenc( of the ?nited
States of %merica.
29. 'roper 4aw : This 4etter of .ntent will be governed b( and construed in accordance with
the law of _________and the parties hereb( agree to the 8urisdiction of the +ourts of
competent 8urisdiction of the ______________ in an( proceeding hereunder.
21. +ounterparts and Blectronic 6eans : This 4etter of .ntent ma( be eecuted in several
counterparts! each of which will be deemed to be an original and all of which will together
constitute one and the same instrument. Deliver( to us of an eecuted cop( of this 4etter
of .ntent b( electronic facsimile transmission or other means of electronic communication
capable of producing a printed cop( will be deemed to be eecution and deliver( to us of
this 4etter of .ntent as of the date of successful transmission to us.
22. %cceptance : .f (ou are agreeable to the foregoing terms! please sign and return a duplicate
cop( of this 4etter of .ntent b( no later than b( *:99 p.m. on ______________. $acsimile
is acceptable.
Dours trul(!