Purpose and Creation of the Joint Venture and Project
The Assets of MLXjet and FormCap are to be owned and operated jointly as the Joint Venture. The Joint Venture will develop the business of MLXjet in Canada, United States and Mexico, in accordance with the MLX/FABUSEND business plan, and share the revenues of the Joint Venture.
As consideration for MLXjet contributing the MLXjet Assets, FormCap shall provide the FormCap Assets and the following:
- FORMCAP shall employ reasonable best efforts to provide an initial $250,000US of capital to the Joint Venture by June 1, 2009.
- FORMCAP shall employ reasonable best efforts to provide an additional $400,000US as capital to the Joint Venture by October 1, 2009.
- FORMCAP shall employ reasonable best efforts to provide an additional $350,000US as capital to the Joint Venture by December 31, 2009.
The Joint Venture Agreement provides for certain remedies should FormCap not meet any of the above obligations.
FORMCAP shall be responsible to fund all on-going costs and cash calls of the Joint Venture not covered by revenue. In the event that FORMCAP shall not be able to contribute to a Joint Venture deficit or cash call at any time then MLXjet may pay such deficit or cash call. The Agreement calls for interest to be paid and for a conversion of the debt to a greater interest in the JV.
FORMCAP will permit, as a “call” by MLXjet and its shareholders or creditors, and FORMCAP shall have the right to tender to shareholders and creditors of MLXjet to convert their shares and debts into FORMCAP shares on a one for one basis (adjusted appropriately) if MLXjet’s common capital exceeds 14 million or if FORMCAP’s issued capital at the time of the call exceeds 15 million common shares. At the time of the call or tender FORMCAP shall also create preferred shares equal to the MLXjet Class “A” preferred and issue such shares at the same conversion ratio of commons (1:1 or adjusted) but that FORMCAP may limit such issuance to five million preferred in which event the remaining MLXjet preferred shall be cancelled in consideration of a three (3%) percent gross revenue royalty which may be purchased by FORMCAP or tendered by the royalty holders at such time as FORMCAP shall have exceeded 100,000 subscribers and within 10 years for the equivalent capital as if the full amount of the preferred had been issued (being 15 million MLXjet Class “A” equivalents shares). This call or tender is subject to the following pre-conditions:
- FORMCAP having raised the first $250,000 funds as above and
- The Joint Venture earning gross cash flow of not less than $75,000US per month.
About MLXjet, INC & MLXjet Media Corp
MLXjet is in the business of producing custom designed e-mail products for real estate brokers (of which it presently has in excess of 5000 customers) who pay annual amounts in the range of $50 to $200 (with the average being about $150) and MLXjet is about to launch its Fabusend product line which will address all user customer categories. Fabusend is the world’s only Email Letterhead with built-in Tracking and Live Links. For individuals and companies alike, Fabusend takes all their regular daily emails and:
- personalizes and professionalizes them with full color branded e-letterhead
- connects their emails back to their website with Live Links; instantly increasing their website traffic
- tracks their emails invisibly, telling them when their emails get opened, by whom, and even how many times: sort of like “call display” meets “registered mail”…but for email!