Binding Letter of Intent for Merger Between Sitoa Corporation and Sinobiomed Incorporated
Contract Categories:
Mergers & Acquisitions
›
Merger Agreements
Summary
Sinobiomed Incorporated (SOBM) and Sitoa Corporation have agreed to merge, with Sitoa being acquired in exchange for new SOBM shares. After the merger, Sitoa shareholders will own 80% of SOBM's equity. SOBM may change its name and stock symbol as mutually agreed. Sitoa is restricted from negotiating with other parties regarding asset sales for four months. The merger is subject to Sitoa shareholder approval, with a targeted closing date between May 1 and June 1, 2011.
EX-10.1 2 v217611_ex10-1.htm Unassociated Document
Binding Letter of Intent
Merger of Sitoa Corporation with SOBM
The following is a summary of the principal terms (the “Term Sheet”) with respect to the merger with Sitoa Corporation (“Sitoa”)’ by Sinobiomed Incorporated (“SOBM”), an OTCQB listed company (Stock code: SOBM.PK). This Term Sheet constitutes a legally binding obligation of any party.
Transaction Overview
| Merger | Sitoa shall be acquired by SOBM in exchange for new SOBM shares. SOBM shall re-domicile and/or change its name and stock symbol as agreed upon by both parties. |
| No-Shop | Sitoa shall not enter into any negotiations, or enter into any agreements with any other party (and shall terminate any current negotiations) with respect to an asset sale other than with SOBM for a period of 4 months from the date of this agreement. |
| Consideration | Sitoa shareholders shall receive 80% of equity of SOBM post-transaction in exchange for the merger. |
| Shareholder Approval | The definitive agreement shall be signed pending final shareholder approval from Sitoa. |
| Closing Date | Targeted for May 1, 2011, but not later than June 1, 2011. |
Agreed and accepted this 5th day of April, 2011:
| Sinobiomed Inc. | Sitoa Corporation |
| By: /s/ George Yu | By: /s/ Cal Lai |
| Name: George Yu Title: President & CEO | Name: Cal Lai Title: CEO & President |
