Business
In-Touch Survey Systems Inc. enters terms sheet with Madison Grant Fund Inc. for $1,000,000 - Creates a Limited Partnership, and closes a Private Placement
In-Touch Survey Systems Inc. enters terms sheet with Madison Grant Fund Inc. for $1,000,000 - Creates a Limited Partnership, and closes a Private Placement.
About this update from Intouch Insight Ltd.
[{"type":"text","content":"\n\n\n\n\nOTTAWA, April 21 /CNW Telbec/ - In-Touch Survey Systems Ltd. (\"In-Touch\nor the Company\" TSX-Venture: INX) is pleased to announce that it has signed a\nTerms Sheet from Madison Grant Small Cap 2006 Limited Partnership ('the\nPartnership'). Pursuant to the Terms Sheet the parties will enter into a\nseries of related agreements that will have the following effects:\n\na) In-Touch will create an In-Touch Survey Limited Partnership \n('In-Touch LP') and In-Touch LP will acquire $5,000,000 worth of software\nassets from In-Touch. The Partnership will acquire an ownership position in\nthe In-Touch LP for $1,000,000 cash and a $4,000,000 note payable to In-Touch.\nIn-Touch will be the general partner of the In-Touch LP.\n\nb) In-Touch and the Partnership will be parties to a Marketing Agreement\nwith the In-Touch LP. Under the terms of the Marketing Agreement, In-Touch\nwill commit a minimum of $5,000,000 to marketing and promotion support of the\nIn-Touch LP by December 31, 2008.\n\nc) In-Touch, the Partnership and In-Touch LP will be parties to a\nLiquidity Agreement where the Partnership is entitled to sell In-Touch LP at\nfair market value with the right of In-Touch to match or exceed a third party\noffers to purchase. The Partnership may exercise its Liquidity Right by giving\nnotice to In-Touch Survey LP on June 30, 2007.\n\nd) In-Touch and the Partnership will be parties to a Call Option\nAgreement. In-Touch will have the right, but not the obligation, to purchase\nthe Partnership's units in the In-Touch LP at any time between January 15,\n2007 and June 30, 2007. Upon exercise of the call option In-Touch will issue\ncommon shares to the Partnership with a deemed value of $1,000,000 (the\n\"Price\"). Following the exercise of the call option, In-Touch will be the sole\nowner of the units of the In-Touch LP and would be in a position to amend or\nterminate the Marketing Agreement and the Liquidity Agreement and amend or\nreverse the transfer of In-Touch assets to the In-Touch LP. The Price will be\npaid with In-Touch shares with a deemed value which will range between $0.23\nand $0.36 per common share depending on In-Touch's revenue and earnings before\ninterest, taxes, depreciation and amortization ('EBITDA') in FY 2006. The\n$0.36 value will be used if In-Touch's FY 06 revenue is equal to or greater\nthan $3.5M. The ...