Letter of Intent

January 28, 2017

Chris Johanes

PT E-Corp Indonesia

Indonesia

Subject: Letter of Intent for the Acquisition of PT Tech Company by Stefano

Dear Mr. Jansen

This letter confirms your and our mutual intent with respect to the potential transactions described here in between Stefano and your company, including its shareholders. This document, in and of itself, does not represent an enforceable legal contract

Whereas, buyer is interested in acquiring all of the outstanding stock of PT Tech Company and will be performing certain due diligence with respect to Seller’s corporation; and

Whereas, Buyer and Seller intend to negotiate the substantive terms of such acquisition, including terms of Buyer’s employment agreements with certain key employees and executives of Seller;

Now, therefore, the parties enter into this Letter of Intent as follows:

• The principal terms of the proposed transaction would be substantially as follows:

1. Real and Effective Acquisition. Subject to the successful due diligence, and the successful negotiation of a purchase price for the Shares, Buyer would acquire the Shares.
2. The aggregate purchase price for the Shares is to be negotiated between the parties in good faith, provided that the Purchase Agreement (as defined below) and employment agreements can be successfully negotiated concurrently with each other.
3. Due Diligence Review. Promptly following the execution of this Letter of Intent, you will allow us to complete our examination of your financial, accounting and business records and the contracts and other legal documents and generally to complete due diligence.  Any information obtained by us as a result thereof will be maintained by us in confidence subject to the terms of the Non-Disclosure Agreement executed by the parties and dated as of 17 January (the “NDA”).  The parties will cooperate to complete due diligence as expeditiously as possible.
4. Definitive Purchase Agreement. All of the terms and conditions of the proposed transactions would be stated in the Purchase Agreement and employment agreements, to be negotiated in good faith concurrently with each other, and if agreed, executed by you and us.  Neither party intends to be bound by any oral or written statements or correspondence concerning the Purchase Agreement or employment agreements arising during the course of negotiations, notwithstanding that the same may be expressed in terms signifying a partial, preliminary or interim agreement between the parties.
5. Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in a definitive written stock purchase agreement (the “Purchase Agreement”), consummation of the acquisition would be subject to having conducted your business in the ordinary course during the period between the date hereof and the date of closing and there having been no material adverse change in your business, financial condition or prospects.  Seller shall not be liable in the event of any Buyer determination that Seller did not conduct its business in the ordinary course, or for any adverse changes Buyer may deem to have occurred.
6. Contract of Employment. Simultaneously with the execution of the Purchase Agreement, we would offer employment to the following individuals currently employed by Seller and you hereby agree to accept such employment, subject to the negotiation of mutually acceptable employment agreements, it being understood that the term of such employment agreements will be for a period of not less than three (3) years.

• Expenses & Limitation of Liability. You and we will pay our respective expenses incident to this Letter of Intent, the Purchase Agreement, the employment agreements and the transactions contemplated hereby and thereby, and NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CAUSE WHATSOEVER ARISING UNDER THIS LETTER OF INTENT.

• Public Announcements. Neither you nor we will make any announcement of the proposed transaction contemplated by this Letter of Intent prior to the execution of the Purchase Agreement and employment agreements without the prior written approval of the other, which approval will not be unreasonably withheld or delayed.  The foregoing shall not restrict in any respect your or our ability to communicate information concerning this Letter of Intent and the transactions contemplated hereby to your and our, and your and our respective affiliates’, officers, directors, employees and professional advisers, and, to the extent relevant, to third parties whose consent is required in connection with the transaction contemplated by this Letter of Intent.

• Broker’s Fees. All parties have represented to each other that no brokers or finders have been employed who would be entitled to a fee by reason of the transaction contemplated by this Letter of Intent.

• Exclusive Negotiating Rights. In order to induce us to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the outstanding capital stock and business described above, and to negotiate the terms of, and consummate, the transactions contemplated hereby, including the employment agreements, you agree that for a period of ninety (90) days after the date hereof, you, your affiliates and your and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding your employment and/or the possible acquisition of substantially all outstanding capital stock of PT Tech Company by any person other than us, including, without limitation, by way of a purchase of majority shares, purchase of substantially all assets or merger, of all or any substantial part of your equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding your assets or business to any person other than us and your and our representatives, without our prior written consent.

• This letter shall be governed by the substantive laws of the State of Indonesia without regard to conflict of law principles.  This letter, together with the aforementioned NDA, constitutes the entire understanding and agreement between the parties hereto and their affiliates with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of such parties (whether oral or written).  No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the parties hereto.  This letter may be amended only by written agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show agreement by and between such parties to any term or condition contrary to or in addition to the terms and conditions contained in this letter.  This letter shall be construed according to its fair meaning and not strictly for or against either party.

• No Binding Obligation. THIS LETTER OF INTENT DOES NOT CONSTITUTE OR CREATE, AND SHALL NOT BE DEEMED TO CONSTITUTE OR CREATE, ANY LEGALLY BINDING OR ENFORCEABLE OBLIGATION ON THE PART OF EITHER PARTY TO THIS LETTER OF INTENT.  NO SUCH OBLIGATION SHALL BE CREATED, EXCEPT BY THE EXECUTION AND DELIVERY OF THE PURCHASE AGREEMENT AND EMPLOYMENT AGREEMENTS CONTAINING SUCH TERMS AND CONDITIONS OF THE PROPOSED TRANSACTIONS AS SHALL BE AGREED UPON BY THE PARTIES, AND THEN ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PURCHASE AGREEMENT AND EMPLOYMENT AGREEMENTS.  The NDA is hereby ratified and confirmed as a separate agreement between the parties thereto.

If the foregoing terms and conditions are acceptable to you, please so indicate by signing this letter where indicated below and returning it to the attention of the undersigned.

Sincerely,

Chris Johanes

President and CEO

PT E-Corp Indonesia

ACCEPTED AND AGREED:

Jansen

President and CEO

PT Tech Company

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English Tense Used in Business English

1. Mrs. April works in The Bank of Indonesia 
2. Our company has been supplying technical product for almost 5 years
3. While i was preparing my financial report, fania was looking for the documents
4. Mr. Andi always pays income tax every month
5. I was preparing the invoice, when my computer suddenly crashed
6. My brother is going to the bank for saving money as a deposit
7. Our distributor called while i was looking at the company’s financial report
8. We ordered the goods three days ago
9. I was preparing the income statement at seven o’clock
10. These customer have been purchasing our products for over a year

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Enchanted Fish

Sinopsis

Once upon a time, there was a poor fisherman and his greedy wife. They lived in a nasty dirty little hut and were so miserable.
One day, the fisherman went to fishing. He got a huge fish and suddenly asked him to freed the fish. So, then, he talked about that fish and his wife insisted him for visit the fish then asked what she wishes for; a little snug cozy cottage. After the enchanted fish granted it which told the fisherman came to his little snug cozy cottage.
However, his wife wasn't happy and wished for being an emperor who insisted her husband. Thereafter, the fisherman came again and begged the enchanted fish for granted it again. It was succeeded, the fisherman went to his castle and didn't back for a few time.
That night, the fisherman's wife was angry and insisted the fisherman for went again which wanted to be Lord of Sun and Moon. The fisherman came again with his annoyed face. At the time when he begged for, the enchanted fish turned them back as poor forever

Conclude

     The Conclution of the story "Enchanted Fish" are,
As we know the fisherman's wife was so greedy and wants everything to be owned of her.  We can learn from this story to not to be a greedy person like the fisherman's wife because it will make anyone hate you and make yourself be a bad person. just be humble as you are.

The conclusion that can we take from the story of "Enchanted Fish" is :
we must not be a greedy person because that will make a problem later on and we must not be lazy moreover depend on other people, we must be a hard worker to reach our dream

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Rapunzel's Story

Long ago, a king and queen had a baby daughter named Rapunzel. What her devoted parents didn’t know was that Rapunzel’s golden hair contained magical healing powers. A selfish old woman named Mother Gothel knew of the magic in Rapunzel’s hair and wanted it to keep herself young. 

As Rapunzel’s hair grew and grew, she loved gazing out the tower window at the lights that floated in the night sky every year on her birthday. She longed to leave the tower and see them up close, but Mother Gothel refused. Meanwhile, a young thief named Flynn Rider had stolen something special from the King’s castle, and the royal guards were after him. Suddenly, he saw the perfect hiding place—a tower! 

When Flynn Rider climbed into the tower, Rapunzel knocked him out with a frying pan. Then she secretly inspected the satchel he carried. Inside, Rapunzel found a sparkling gold object. It was so familiar. Flynn Rider awoke and found himself tied to a chair with Rapunzel's long, golden hair. Rapunzel pointed to her painting of the floating lights. 

Tomorrow was her eighteenth birthday. If Flynn took her to see the lights, she’d return his satchel. After Flynn agreed to help, Rapunzel used her hair to climb down from the tower. She'd never been outside before! But when her feet touched the grass, Rapunzel nearly burst with excitement, exclaiming, “Woo-hoo!” Rapunzel and Flynn enjoyed their adventure, but they were being chased! 

Mother Gothel was looking for them. The royal guards were after Flynn, and so were his angry partners in crime. They wanted the crown! Days passed, and Rapunzel and Flynn managed to escape their pursuers. One morning, Rapunzel saw a breathtaking sight: a beautiful kingdom with a castle sitting high above. She headed straight to it! In the town, Rapunzel was drawn to a painting of the King, the Queen, and their baby, who was known as the lost princess. The child had golden hair and green eyes... just like her! 

Flynn rowed Rapunzel out to view the floating lights, which were actually lanterns! Flynn gave Rapunzel her own lantern to send into the night, and she returned the crown. Then the couple gazed into each other's eyes. They were falling in love. Later, Flynn and Rapunzel were separated. Mother Gothel told Rapunzel that Flynn had only wanted the crown. But she realized Mother Gothel was lying! Rapunzel now knew that she was the lost princess! Suddenly, Flynn arrived to rescue Rapunzel! But Mother Gothel hurt him badly. She wanted Rapunzel to stay with her forever. If she did, she’d allow Rapunzel to heal Flynn. 

But before Rapunzel could act, Flynn cut off her hair, which lost its magic. Without the magic, Mother Gothel quickly aged and turned to dust. Rapunzel was now free, but Flynn was dying. “You were my new dream,” he whispered. One of Rapunzel’s tears fell on Flynn and began to glow... and healed him! Flynn brought Rapunzel back to the castle. The King and Queen rushed to embrace their lost princess. That night, the entire kingdom celebrated her return by launching hundreds of lanterns—the lights that had guided her home.

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Why Nation Trade

The sale of goods and services is not restricted to local, regional, or national market, it often takes place on an international basis. Nations import goods that they lack or cannot produce as efficiently as other nations, and they export goods that they can produce more efficiently. This exchange of goods and services in the world, or global market is known as international trade. There are three main benefits to be gained from this type of exchange.

First, international trade makes scarce goods available to nations that need or desire them. When a nation lacks the resources needed to produce goods domestically, it may import them from another country, for example, Saudi Arabia imports automobiles; the United States, bananas; and Japan, oil.

Second, international trade allows a nation to specialize in production of those goods for which it is particularly suited. This often results in increased output, decreased costs, and a higher national standard of living. Natural, human, and technical resources help determine which products a nation will specialize in. Saudi Arabia is able to specialize in petroleum because it has the necessary natural resource; Japan is able to specialize in production of television because it has the human resources required to assemble the numerous components by hand, and the United States is able to specialize in the computer industry because it has the technical expertise necessary for design and production.

There are two economic principles that help explain how and when specialization is advantageous. According to the theory of absolute advantage, a nation ought to specialize in the goods that it can produce more cheaply than its competitors or in the goods that no other nation is able to produce. According to the theory of comparative advantage, a nation ought to concentrate on the products that it can produce most efficiently and profitably. For example, a nation might produce both grain and wine cheaply, but it specialize in the one which will be more profitable.

The third benefit of international trade is its political effects. Nations that trade together develop common interests which may help them overcome political differences. Economic cooperation has been the foundation for many political alliances, such as the European Economic Community (Common Market) founded in 1957.

International trade has done much to improve global conditions. it enables countries to import goods they lack or cannot produce domestically. It allows countries to specialize in certain goods with increased production and decreased prices. Finally, it opens the channels of communication between nations. (Taken from Business Concepts for English Practice by Barbara Tolley Dowling and Marianne McDougal)

Effects of  nation trade

• Force producers to use domestic resources
• help domestic producers compete
• higher consumer prices
• producers lose incentive to become more efficient and produce goods less expensively
• trade wars

Presumed Advantages of nation trade

• Shelters jobs that could be hurt by foreign competition
• Shelters infant industries until they can compete with well-developed foreign industries
• Assures that countries will be self-sufficient in case of emergency

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Story of Aladdin

Drama Script : Aladdin

Characters:
Narrator
Mother
Aladdin
Alin
Genie from the Ring
Sultan
Servant
Princess
Genie from the Bottle

SCRIPT:

Narrator:    Once upon a time in the Middle East there was a young poor boy called Aladdin. When his father died, his mother had to work hard.

At Aladdin´s House..

Mother:       Aladdin, go to the market and buy some fish for dinner.
Aladdin:      Are we going to eat fish again, mother?                                    
Mother:       You know we don´t have enough money… fish is all I can afford.
Aladdin:      I am sorry…
Mother:       It´s not your fault.
Aladdin:      But I promise you, that one day I will give you everything you deserve.
Mother:       It´s getting late… go now.
Narrator:    He went to the market, and while he was shopping a stranger saw him alone so he approached him.

At the Market..

Alin:              How´s your father?
Aladdin:      Excuse me?
Alin:              I just want to know how your father is doing.
Aladdin:      My father died a long time ago.
Alin:              Oh, I am sorry, I didn´t know… I am your uncle Alin.
Aladdin:      I didn´t know I have an uncle.
Narrator:    The man in fact was not his uncle, he was an African wizard.
Alin:              Please take me to see your mother. It´s very important.
Narrator:    Both went home and when Aladdin´s mother saw the man, she was surprised because she didn´t know who he was.
Mother:       Please, sit down, and have dinner with us.
Narrator:    Aladdin´s mother cook the fish and while they were eating the stranger said.
Alin:              And what do you do, Aladdin?
Aladdin:      Mmmm
Mother:       He does nothing. He just likes to play with his friends.
Alin:              But, that´s not right. Come with me on a journey to another country. You will learn how to buy and sell the most fine fabrics.
Aladdin:      That sounds good to me, at least I´ll meet other people and visit other countries.
Alin:              We will leave tomorrow morning.
Narrator:    Next day they left early morning. Alin told Aladdin wonderful stories throughout the journey. At night they stopped to rest.

In a desert place..

Alin:              Aladdin, bring some wood to make a fire. When you come back I will tell you a secret.
Aladdin:      I´ll come as soon as I can… I am really intrigued!
Narrator:    When the fire was lit the wizard said some magical words. Suddenly a door appeared. Aladdin was so scared that he started to run away.
Alin:              Stop! Where do you think you´re going?
Aladdin:      But….
Alin:              Open the door! It´s an order!
Narrator:    Aladdin opened the door and he saw a staircase.
Alin:              You will go down. Walk straight a narrow hall, then you will pass a fruit garden, and at the other end you will find an oil lamp. Bring it to me !But I warn you, don´t touch anything or you will regret it!
Narrator:    When Aladdin was inside the cave, he saw very fine jewelry hanging from the fuit trees. He put some in his pockets disobeying the wizard. Then he saw the lamp.
Aladdin:      I see the lamp he wants…
Narrator:    Then he took the lamp and look inside very carefully.
Aladdin:      But… there´s a ring inside… I will put it on… anyway… he didn´t say anything about a ring.  
Narrator:    Then he went back to the door. When he was about to go out the wizard said.
Alin:              Give me the lamp!
Narrator:    Aladdin was surprised by the tone of his voice, and was  suspicious.
Aladdin:      I will give it to you as soon as I am out.
Alin:              No! I just want the lamp!
Aladdin:      Let me out, then I will give you the lamp!
Narrator:    The wizard was angry at Aladdin and said.
Alin:              I prefer to loose the lamp and its powers! You will stay there forever!
Narrator:    Then he shut the door. Aladdin had no other choice but to go down the stairs where he sat on the floor and remained there for two days.

Aladdin:      It´s so dark in here… and I am so cold.
Narrator:    Then he rubbed his hands together, and suddenly he saw a bright light coming out from the ring. It was a genie.
Genie from the Ring: Master, I will do as you order!
Aladdin:      Who are you?
Genie from the Ring: I am the slave from the ring. I will grant you all your wishes.
Aladdin:      If that is true, then take me home.
Narrator:    And in just a few second he was back home again.

At Aladdin´s House

Mother:       Aladdin! I was worried about you! Where have you been?
Aladdin:      Oh, mother… something terrible happened.
Narrator:    And he told his mother about the wizard , the ring, and the lamp.
Mother:       Aladdin, I am so sad. We don´t have money… not even to buy some food.
Aladdin:      Don´t worry mother, the genie will help us.
Narrator:    And he rubbed the ring again, and when the genie appeared he said.
Genie from the Ring: I am sorry… I can´t…
Aladdin:      What do you mean… you can´t?
Genie from the Ring: I can only take you from one place to another.
Aladdin:      If that is the case, then, I will sell the lamp!
Mother:       Are you sure you want to do that?
Aladdin:      Yes, we don´t have other choice.
Mother:       Let me clean it then. It´s so dirty… maybe we can get more money if it looks like new.
Narrator:    When his mother rubbed the lamp to clean it, a genie appeared before them.
Mother:       Who are you?
Genie from the Lamp: I am the slave from the lamp. I will obey your orders!
Aladdin:      Give us something to eat!
Narrator:    And from that day Aladdin and his mother always had food on their table. One day Aladdin went to the market and he saw passing by the Sultan´s daughter.

In the Market

Aladdin:      Oh, she´s so beautiful! I am in love with her.
Narrator:    Then he went home and told his mother about the beautiful girl.   

At Aladdin´s House

Aladdin:      I want to marry her!
Mother:       Ha, ha, ha you know that is impossible.
Aladdin:      Please, mother. Go talk to the Sultan, and take this fine jewelry I found in the cave.
Mother:       Very well. I´ll go… but I can´t promise you good news.
Narrator:    Her mother went to the palace to talk to the Sultan.

At the Palace

Sultan:         Old woman… what can I do for you?
Mother:       My son, Aladdin, fell in love with your daughter, and he wants to marry her. He has sent her a gift.
Sultan:         Let me see it.
Narrator:    As soon as the Sultan saw the sparkling jewelry he said.
Sultan:         This fine jewelry is not enough. I will approve to the wedding on one condition.
Mother:       And what is that?
Sultan:         If your son builds by tomorrow a splendid and magnificent palace, he will marry my daughter.
Mother:       I will let him know your desire.
Narrator:    When Aladdin heard the news he asked the genie from the lamp for another wish.

At Aladdin´s House

Aladdin:      I order you to build the most beautiful palace, with precious stones, and a magnificent garden.
Genie from the Lamp: Your wish is an order to me!
Narrator:    Next day the Sultan was astonished to see the palace and agreed to the wedding, and in a few days they got married … But in a faraway place the wizard heard the news.
Alin:              I am so furious! Aladdin didn´t die inside the cave. I have to go back and get the lamp! I am sure he has it!
Narrator:    As soon as he returned he disguised himself as a merchant and went to the palace where Aladdin and his wife were living.

At the Palace

Servant:      What can I do for you?
Alin:              I would like to talk to the princess.
Servant:      Let me call her.
Narrator:    As soon as the princess was before him, he said.
Alin:              Would you like to exchange old lamps for new ones?
Princess:     Well… indeed I have an old lamp. Let me bring it.
Narrator:    As soon as the princess gave the lamp to Alin, he rubbed the lamp. And the Genie appeared.
Alin:              Take me, the princess, and the palace to my homeland.
Genie:           Your wish is an order to me!
Narrator:    And he took them away. When the sultan knew about what had happened he was furious at Aladdin, and he had to tell him the truth,
Sultan:         Very well… I will forgive you if in forty days you bring me my daughter back.
Aladdin:      You know I will. I love her more than anything in the world.
Narrator:    Aladdin was desperate, and didn´t know what to do. Then he remembered the Genie of the Ring. He rubbed the ring and the genie appeared.
Aladdin:      Take me to where my wife is.
Narrator:    In an instant they were in Africa, and Aladdin started looking for the princess, until he found her.
In Africa
Aladdin:      My dear wife… what have they done to you?
Princess:     Oh… Aladdin… this is like a nightmare!
Aladdin:      I have to tell you he truth… come… sit over here… we have to talk.
Narrator:    Aladdin told her what had happened, then he asked.                     
Aladdin:      And… do you know where the lamp is?
Princess:     That wicked wizard has it.
Aladdin:      We have to think of something to get it back… I think I have a plan.
Princess:     I am listening.
Narrator:    That night the princess invited Alin to have dinner. But as always, he carried the lamp with him.

In a Restaurant

Alin:              You look beautiful tonight princess!
Princess:     Thank you… I think I need some fresh air… Let´s go to the balcony.
Alin:              Take my hand…
Princess:     But… do you have to take that lamp with you?
Alin:              Well, no… not really.
Princess:     Then leave it on the table. It looks so old and rusty that nobody will take it.
Alin:              You´re right.
Narrator:    Alin placed the lamp over the table and they went outside. As soon as they left, Aladdin took the lamp, then he went behind them, and when they were in the balcony, he pushed Alin, falling down from the balcony.
Aladdin:      Come on!
Princess:     Rub the lamp!
Aladdin:      Genie, I order you to take us to our palace in the Middle East.
Narrator:    And in an instant they appeared in the palace where Aladdin´s mother and the sultan were waiting, and when they saw them they hugged them and kissed them.

At the Palace

Sultan:         My dear daughter… you´re back.
Princess:     Oh, father…
Aladdin´s mother: Aladdin!
Sultan:         Thank you Aladdin for bringing my dearest daughter home.    
Aladdin:      Everything is over now, and we have nothing to worry about… come, my dear wife our life together is just beginning.           
Narrator:    And they were happy for many, many years.

The End

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WH question as conjunction

1.    The girl who wears yellow shoes is my chairmates in class

·        The girl is my chairmates in class

·        The girl wears yellow shoes

2.    The pen which on the table is mine

·        The pen is mine

·        The pen on the table

3.    The reason why I come late is because traffic jam

·        I come late

·        The reason is because traffic jam

4.    The building that I visit everyday is my campus

·        The building is my campus

·        I visit the building everyday

5.    The woman who standing beside the door is my mother

·        The women is my mother

·        The women standing beside the door

6.    The glasses that I put on the book is mine

·        The glasses is mine

·        I put the glasses on the book

7.    The place where I take a picture is in Borobudur temple

·        The place is in Borobudur temple

·        The place I take a picture

8.    The ring which I use on my finger is from my mother

·        The ring is from my mother

·        I use the ring on my finger

9.    The boy who playing football is my brother

·        The boy is my brother

·        The boy playing football

10.The city where I study is take place in Depok

·        The city is take place in Depok

·        The city I study

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Best Friend

Her name is Bella, Bella Agustina. But, I actually call her "Lebar" because she looks fat. First time I met her when we study in vocational high school. We are a chairmates. Everyday in school we always play together, and in every moment I always with her. I love her more than bestfriend, she looks like my sister to me.
 Every break school we always go to canteen and eat together. We always talk about boy. My boyfriend and her boyfriend is bestfriend too, so we often do anything together.

When we first talked to each other, I knew we would always be friends. Our friendship has kept on growing and I'll be here for you to the end.
You listen when I have a problem and help dry the tears from my face. You take away my sorrow and put happiness in its place.
We can't forget the fun we've had, laughing 'til our faces turn blue. Talking of things only we find funny. People think we're insane-If they only knew!
I guess this is my way of saying thanks for catching me when I fall. Thanks once again for being such a good friend and being here with me through it all.

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Our Survey In Class About Favorite Film Star

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Our Survey In Class About Prefer Place To Watch Films

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