CONFIDENTIAL TERM SHEET
Exhibit
10.1
CONFIDENTIAL
TERM SHEET
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Parties:
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WiFiMed,
Inc., a Delaware corporation ("WIFI"); a to be formed subsidiary
("Newco"); and Bellacasa Productions, Inc., a Nevada corporation
("BCSP")
trading on the OTC Bulletin Board under the symbol
"BCSP".
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Capitalization:
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Approximately
40,000,000 BCSP common stock issued and outstanding and approximately
7,300,000 WIFI common stock issued and
outstanding.
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Reverse
Merger:
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It
is the desire of the parties that WIFI and BCSP enter into a tax
free
share exchange agreement under IRS Section 368 (a) (b) (the “Reverse
Merger”) in a private transaction structured to be exempt from
registration under the Securities Act of 1933 and which, for accounting
purposes, will be treated as a reverse merger. The parties shall
enter
into a share exchange or merger agreement whereby the outstanding
capital
stock of WIFI will be exchanged for shares of common stock of BCSP
in a
Reverse Merger. The combined company shall hereinafter be referred
to as
Newco. Prior to the consummation of the Reverse Merger, each party
shall
have conducted its due diligence on the other party and shall have
been
satisfied as to the results of such due diligence in its sole discretion.
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The
reverse merger only includes the BCSP shell and does not include
any BCSP
assets.
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On
the
effective date of the Reverse Merger, shareholders of BCSP shall own 14% of
the
shares of Newco. Pursuant to a share exchange or merger agreement and without
giving effect to the private placement of WIFI shares, the WIFI shareholders
shall receive shares of Newco so that as a result of the Reverse Merger, the
WIFI shareholders shall hold 86% of Newco.
On
the
effective date of the Reverse Merger, all officers and directors of BCSP shall
resign and WIFI shall appoint new officers and directors of Newco. BCSP will
be
offered one Board position with Newco.
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Approvals:
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Each
party shall obtain such approvals from its Board of Directors,
shareholders and any third parties as are necessary to consummate
the
transactions herein contemplated. Effectiveness of the Reverse Merger
is
subject to SEC review.
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Information
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Statement:
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BCSP
shall file an information statement with the SEC whereby the Company
shall
effect (i) the increase in authorized capital; (ii) the 1:10 reverse
split; and (iii) the Reverse
Merger.
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Audit:
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WIFI
has prepared audited financial statements through ▇▇▇▇▇▇▇▇▇ &
Co.
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Commissions:
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WIFI
and BCSP shall each indemnify the other parties with respect to the
payment of any commissions or finder’s fees in connection with any
transaction described herein.
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Counsel:
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▇▇▇▇▇▇▇▇
& ▇▇▇▇, LLP shall represent WIFI. BCSP shall retain separate counsel
and sign the requisite waivers.
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Document
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Preparation:
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WIFI
counsel shall be responsible for the preparation of the information
statement, share exchange or merger agreement and all other material
agreements related to the Reverse Merger, as described in Schedule
A,
which such documents shall be mutually satisfactory to the parties.
BCSP
shall only be responsible for its attorneys’ fees in connection with its
review of the documents related to the Reverse Merger, as well as
its
costs and expenses related to the information statement. Each party
shall
make arrangements for its employees, attorneys and accountants to
be
available for consultation by the other party and its representatives
and
will respond fully and promptly to the due diligence
requests.
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Termination/
Reasonable
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Cause:
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The
terms set forth on this Term Sheet may be terminated without penalty
for
either party if (i) pursuant to the share exchange or merger agreement,
the parties are unable to reach an acceptable and fair allocation
of
shares to the WIFI shareholders in exchange for the business and
assets
being merged into BCSP; (ii) fraud by other party; (iii) failure
to obtain
SEC approval (clear comments) of the information statement on or
before
November 30, 2006; or (iv) termination as otherwise provided under
a
definitive share exchange or merger agreement.
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For
BCSP
if there is a material change in the business or financial condition of WIFI
on
or before September 8, 2006.
For
WIFI
if BCSP fails to file periodic reports with the SEC.
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Term:
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The
terms set forth on this Confidential Term Sheet shall expire on December
31, 2006, 5:00 pm ET, unless extended by the mutual consent of the
parties
hereto, and thereafter neither party shall have any obligation to
the
other party except as specifically set forth
herein.
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2
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Exclusive
Dealing:
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Until
the earlier of September 8, 2006 or the signing of a definitive share
exchange or merger agreement, BCSP and WIFI will not enter into any
agreement, discussion, or negotiation with, or provide information
to, any
other consulting firm, investment banking firm, corporation, or other
person, or solicit, encourage, entertain or consider any inquiries
or
proposals, with respect to financing, the issuance of securities,
or a
reverse merger transaction.
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Confidentiality:
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All
information furnished by any party hereto shall be treated as the
sole
property of the party furnishing the information until consummation
of the
transactions contemplated herein and, if such transaction shall not
occur,
each party shall return to the party which furnished such information
all
documents or other material containing, or reflecting or referring
to such
information and all copies thereof. The parties shall keep confidential
all information discussed herein, and shall not directly or indirectly
use
such information for any competitive or other commercial purpose.
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No
press release or public announcement of this Term Sheet shall be
made
without the consent of both parties. All press releases and public
announcements regarding the transaction contemplated by this Term
Sheet
will be prepared by WIFI counsel, and reviewed prior to release by
BCSP or
its designated parties.
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3
If
the
foregoing correctly reflects the understanding between us, please sign, date
and
return the enclosed copy of this Term Sheet, which will then constitute an
agreement with respect to the foregoing matters. This letter may be executed
simultaneously in two or more counterparts, each of which shall constitute
an
original, but all of which together shall constitute one and the same
instrument.
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BELLACASA
PRODUCTIONS, INC.
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/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Chairman and CEO
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇
▇▇▇▇▇▇, Director
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WIFIMED,
INC.
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
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President
and CEO
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4
Schedule
A
Information
Statement
Share
Exchange or Merger Agreement
To
Be
Prepared
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