tteg_ex101.htm

EXHIBIT 10.1
 
 

 
January 2, 2017
 
Novo Healthnet Limited
Attn: Amanda Dalcourt, CEO
309 Pennsylvania Ave., 2nd Floor
Concord, Ontario, Canada L4k 5R9
 
RE: Letter of Intent for the Acquisition by Turbine Truck Engines Inc. of 100% of the issued and outstanding equity stock of Novo Healthnet Limited in exchange for Common Stock of Turbine Truck Engines Inc.
 
Dear Ms. Dalcourt,
 
This non-binding letter of intent (“LOI” or “Letter”) is to generally record terms and conditions of the proposed agreement whereby Turbine Truck Engines Inc., a Nevada corporation (“TTEG” or “Turbine Truck”) will acquire all issued and outstanding shares of Novo Healthnet Limited, a limited company incorporated under the laws of Ontario (“NHL”) in exchange for shares of the common stock of Turbine Truck Engines (the “Transaction”). This Letter represents only our good-faith intention to negotiate and execute a Definitive Agreement in a form acceptable to TTEG and NHL.
 
This Letter is not, and is not intended to be, a binding agreement between the two companies (except as otherwise set out below in Section 10 and Section 11), and neither of us shall have any liability to the other if we fail to execute the Definitive Agreement (as defined below) for any reason.
 
Statements below as to what we, or you, will do, or agree to do, or the like, are so expressed for convenience only, and are understood in all instances (except for the items identified below in Section 9 and Section 10) to be subject to our mutual continued willingness to proceed with the Transaction.
 
The following paragraphs reflect our understanding of the Transaction (as defined below) but do not constitute a complete statement of, or legally binding or enforceable agreement or commitment, with respect to the matters described therein:
 
	 
	1.	Structure: The parties intend to enter into a share exchange or other similar business combination in which:


 
	 
	i.	Prior to, and as a condition of closing, NHL will take the necessary and appropriate steps to exercise or cancel all restricted stock, convertible securities, options or other instruments or securities from which to acquire stock of NHL.


 
	 
	1

	

	 


 
	 
	ii.	Turbine Truck will issue the equivalent of eighty five percent (85%) of the entirety of its issued and outstanding capital stock in exchange for all issued and outstanding shares held by the shareholders of NHL (the “Transaction”). Upon the completion of the Transaction, the current shareholders of NHL will hold, directly or indirectly, eighty five percent of all the capital stock of Turbine Truck Engines.
	 
	 
	 

	 
	iii.	Upon completion of the Transaction, TTEG will hold all the issued and outstanding shares of NHL and NHL shall be the wholly-owned foreign subsidiary of TTEG.
	 
	 
	 

	 
	iv.	The current board of directors and management of TTEG will resign on closing and NHL existing shareholders will elect a new board of directors and executive management team for TTEG. The new board of directors and management of TTEG will control NHL following the Transaction.


 
	 
	2.	Due Diligence: The parties will work promptly to carry out all required due diligence in respect of the proposed Transaction including without limitation, the completion of standard business, legal and other inquiries and a review of applicable laws and regulations. The parties will afford each other, its employees, auditors, legal counsel, and other authorized representatives all reasonable opportunity and access during normal business hours to inspect and investigate the business and financial affairs of the other party.
	 
	 
	 

	 
	3.	Definitive Agreement. We mutually agree to proceed reasonably and in good faith toward negotiation and execution of definitive documentation which shall contain the terms and conditions set out in the LOI and such other terms, conditions, indemnities, representations, warranties, covenants as are customary for transactions of this nature (the “Definitive Agreement”).The parties shall cooperate in structuring the Transaction in the most effective manner having regard to applicable tax, corporate, and securities laws.
	 
	 
	 

	 
	4.	Regulatory Approvals and Contractual Consents: Each of the parties will use its commercially reasonable best efforts to obtain:


 
	 
	i.	the necessary board approvals and shareholder approvals for the Transaction prior to the execution of the Definitive Agreement; and
	 
	 
	 

	 
	ii.	all necessary regulatory approvals (including approvals from any licensing authorities) and third party consents and the necessary shareholder approvals prior to the closing of the Transaction and to cooperate in providing any submissions necessary to affect the Transaction.


 
	 
	2

	

	 


 
	 
	5.	Other Conditions. The Definitive Agreement shall include, but will not be limited to, the following:


 
	 
	i.	the parties having completed a due diligence investigation the results of which are satisfactory to the parties their sole discretion;
	 
	 
	 

	 
	ii.	at the time of the Transaction, NHL will have no liabilities, contingent or otherwise, unless such liabilities have been specifically agreed to by Turbine Truck in writing;
	 
	 
	 

	 
	iii.	NHL will not be debarred or lose its status with any third-party or government payor for the provision of medical services because of the Transaction;
	 
	 
	 

	 
	iv.	NHL will have received all regulatory approvals required to complete the Transaction;
	 
	 
	 

	 
	v.	the parties agree to cooperate to prepare for filing the necessary current reports with the Securities and Exchange Commission with respect to the Transaction, including a Form 8-K, within the regulatory required time limits following the closing of the Transaction
	 
	 
	 

	 
	vi.	the representations and warranties of contained herein shall be true and correct in all material respects as of the closing of the Transaction; and
	 
	 
	 

	 
	vii.	no material adverse change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of NHL from the date hereof to the closing of the Transaction.


 
	 
	6.	Confidentiality: Each party agrees that, subject to compliance with applicable laws, it will keep confidential, and not release to any other person, this proposal, the contents of this non-binding Letter of Intent and any of the proprietary business, technical or other information obtained by it during its due diligence inquiries and any related negotiations. Each party’s obligations in this respect shall survive the closing of the Transaction or any termination of the proposed Transaction between the parties or the termination of this LOI.
	 
	 
	 

	 
	7.	Disclosure: No public announcement concerning the Transaction contemplated herein or the status of the discussions between the parties hereto shall be made by either party unless and until the same has been approved by both parties hereto, unless such disclosure is required by any government laws, rules or regulations, by any government regulatory authorities or any stock exchange having jurisdiction over either party provided prior written notice is provided to the other party respecting such disclosure or public announcement and such party has been provided reasonable opportunity to review and comment on the proposed disclosure.
	 
	 
	 

	 
	8.	Costs: The parties will each be solely responsible for and bear their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors, incurred at any time in connection with pursuing or consummating the Transaction. Each party’s obligations in this respect shall survive the closing of the Transaction or any termination of the proposed Transaction between the parties. It is expressly understood that both parties’ counsel will be together, responsible for preparing the documents required to complete the Transaction including the filing statement required to be filed with the Exchange in connection with the Transaction.


 
	 
	3

	

	 


 
	 
	9.	Exclusivity: The parties hereby agree that from the date hereof until the earlier of (i) April 15, 2017 (the “Termination Date”) and (ii) the date the parties enter into the Definitive Agreement, at which time this LOI shall automatically become null and void and of no further force or effect, that neither party, their respective directors, officers, agents and representatives will, directly or indirectly:


 
	 
	i.	solicit, initiate or encourage the initiation of any expression of interest, inquiries or proposals regarding, constituting or that may reasonably be expected to lead to any merger, amalgamation, take-over bid, tender offer, arrangement, recapitalization, liquidations, dissolution, share exchange, sale of material assets involving the parties or a proposal or offer to do so (the “Acquisition Proposal”) (including without limitation, any grant of an option or other right to take any such action);
	 
	 
	 

	 
	ii.	participate in any discussions or negotiations regarding an Acquisition Proposal;
	 
	 
	 

	 
	iii.	accept or enter into, or propose publicly to accept or enter into, any agreement, letter of intent, memorandum of understanding or any arrangement in respect of an Acquisition Proposal; and
	 
	 
	 

	 
	iv.	otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any person to do any of the foregoing.


 
	 
	10.	Binding Effect: The consummation of the Transaction is subject to the entry of the Definitive Agreement and, except for this Section 10 and Section 6 (Confidentiality), Section 7 (Disclosure), Section 8 (Costs), Section 9 (Exclusivity), Section 11 (Termination) and Section 12 (Governing Laws) that are intended to create binding obligations, it is understood that no legal obligation or liability will be created by this letter of intent as against the parties. The Definitive Agreement is subject to the board approval of each of the parties.
	 
	 
	 

	 
	11.	Termination: If the Definitive Agreement is not negotiated and executed by both parties on or before the Termination Date, or such other date as agreed to by the parties in writing,the terms of this LOI will be of no further force or effect except for Section 6 (Confidentiality), Section 8 (Costs) and Section 12 (Governing Laws), which sections will remain in effect for a period of one (1) year following the date this LOI is terminated.


 
	 
	4

	

	 


 
	 
	12.	Governing Laws: This Letter of Intent will be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties agree that any dispute arising out of or relating to this LOI shall be subject to the exclusive jurisdiction of the courts in and for the Province of Ontario and each party agrees to submit to the personal and exclusive jurisdiction and venue of such courts. Governing law and jurisdiction regarding the Definitive Agreement shall be negotiated between and agreed to by the parties and set out in the Definitive Agreement.


 
If the terms outlined above are acceptable, please sign and date this Letter of Intent in the space provided below and return a signed copy to the undersigned.
 
 
		Very truly yours,
	 
	 
	
	 
	 
	 
	 
	
		/s/ Enzo Cirillo
	 
	January 2, 2017
	
		Enzo Cirilo, Interim CEO 
	 
	Date
	
		Turbine Truck Engines, Inc.
	 
	 
	
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	Acknowledged and Accepted:
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	/s/ Amanda Dalcourt
	 
	January 2, 2017
	 

	 
	Amanda Dalcourt, CEO 
	 
	Date
	 

	 
	Novo Healthnet Limited
	 
	 
	 



 
 
	5