LETTER OF INTENT AGREEMENT
LETTER
OF INTENT AGREEMENT
July 16,
2009
The purpose of this letter of intent
Agreement (“LOI”) is to set forth certain understandings and certain binding
agreements between, Mob Candy Corp (“MCI”) a company incorporated under the laws
of the State of New York with offices located at 0 Xxxx Xx. Xxxxxxxx Xxx Xxxx
00000 and B2 Digital, Inc. (“BTDG”) (the “Parties”) a publicly traded Pink Sheet
company incorporated under the laws of the State of Delaware, with offices
located at 0000 X. Xxxx Xxxxx Xxxxx 000 Xxxx, XX 00000 with respect to the
transactions described below.
1. Merger. On
the terms, and subject to the conditions, of one or more definitive agreements
to be entered into between BTDG and MCI (the “Transaction Documents”) this
Letter sets forth the general framework under which, at the closing of the
transactions contemplated by the Transaction Documents (the
“Closing”):
B-2
Responsibilities:
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A.
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Purchase
price to be set upon a value of assets and payment will be made in the
form of shares of common stock of B2 Digital, shares to fall under Rule
144. A value on assets will be negotiated to become a part of a definitive
agreement.
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B.
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BTDG
will assume no liabilities or debts. New leases for real property will be
negotiated and assumed by BTDG.
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C.
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BTDG
will purchase from MCI assets to form an operating entity. Mob Candy Corp.
(MCI) will continue to operate as a wholly owned subsidiary of BTDG. The
current management of MCI will remain and operate the entity as it has in
the past.
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D.
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BTDG
will appoint Xxxxx XxXxxxxx, President of MCI, to the Board of Directors
of BTDG.
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E.
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BTDG
and MIC shall provide valuations of each other’s company
within 30 days of the signing of this Letter of
Intent.
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F.
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BTDG
and MCI upon the receipt of the valuations shall negotiate a purchase
price for the common shares of BTDG. All of the purchase price will be a
stock component (shares to fall under Rule 144) that will be paid upon
closing with full approval of the Board of
Directors.
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G.
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BTDG
and MCI agree that within 45 days of the closing a shareholders meeting
will be held to elect a new board of
directors.
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H.
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BTDG
and MCI agree that in the event the companies cannot reach an agreement
this Letter of Intent shall become null and void. Both companies shall
hold each other harmless from any costs or claims arising from the
contemplated merger.
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MCI
Responsibilities:
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A.
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MIC
will provide to BTDG all necessary information and records for the over
all operation of the assets to be purchased from MCI. This would include a
complete inventory of all equipment and
contracts.
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B.
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MCI
will provide the access to all records and general information of MCI to
the assigned personnel of BTDG.
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C.
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MCI
will allow BTDG to interview all current personnel and make the appreciate
offer of employment if any to said
personnel.
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D.
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MCI
will assign all commitments for funding to BTDG. Said funding will
continue to be used in the operation of
MCI.
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2. OTHER
PROVISIONS. The
Transaction Documents will contain customary representations, warranties,
covenants, and other agreements, of each of the parties and the Closing will be
subject to usual conditions, including:
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A.
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Receipt
of all necessary consents or approvals of third parties, including receipt
of all necessary corporate approvals by July 22,
2009;
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B.
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Delivery
of legal opinions, closing certificates, and other customary certificates
and other documentation;
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C.
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The
completion of due diligence to the satisfaction of each
party.
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3. COSTS. BTDG
and MCI shall each be solely responsible for and shall bear all of their
respective expenses, including, without limitation, legal, accounting, and other
advice, incurred in connection with the Transaction Documents and the
transactions contemplated thereby.
4. PUBLIC
DISCLOSURE. Neither BTDG nor MCI shall
make any public disclosure of the execution of this Letter of Intent Agreement
or the transactions contemplated hereby or by the Transaction Documents, without
the prior written consent of the other party, or, in the opinion of counsel to a
party, as required by law. To the extent that public disclosure of
the transactions contemplated by this Letter of Intent Agreement is not made as
aforesaid, neither party shall disclose the existence of this Letter of Intent
or the transactions contemplated hereby to any third party except following the
execution of an appropriate confidentiality agreement protecting the
confidential nature of such information.
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5. CONFIDENTIALITY. Each
of the parties hereby agrees that (except as may be required by law) it will not
disclose or use and it will cause its officers, directors, employees,
representatives, agents, and advisors not to disclose or use, any Confidential
Information (as hereinafter defined) of the other party at any time or in any
manner and will not use such information other than in connection with its
evaluation of the transactions contemplated by this Letter of Intent
Agreement. For the purpose of this paragraph, “Confidential
Information” means any information provided by or on behalf of a party to this
Letter of Intent to the other party or any of its representatives and identified
as confidential by the party providing such information, or information which
would logically be considered proprietary or confidential by the disclosing
party under the circumstances under which the information is disclosed.
Notwithstanding the foregoing, (i) Confidential Information may be disclosed by
a party to its officers, directors, employees, representatives, agents, and
advisors who need to know such information for the purpose of evaluating the
transactions contemplated by this Letter of Intent, and provided they agree to
be bound by the terms of this confidentiality clause, (ii) Confidential
Information may be disclosed by the receiving party to the extent the disclosing
party consents in writing to such disclosure, and (iii) Confidential Information
may be disclosed if required by subpoena provided that prior to disclosure
pursuant to said subpoena, the party responding to the subpoena provides the
other party notice of its intent to disclose such information reasonably in
advance of disclosure to permit the other party to obtain a protective
order. If the transactions contemplated by this Letter of Intent are
not consummated, each party shall return Confidential Information to the
disclosing party. The provisions of this paragraph shall survive the
termination of this LOI.
6. CHOICE OF
LAW. This Agreement shall be governed
by and construed under the laws of the State of Delaware.
7. EXPENSES. The
prevailing party in any dispute arising out of this LOI agreement shall be
entitled to reasonable attorneys’ fees and costs.
8. BINDING
PROVISIONS. This Letter of
Intent Agreement sets forth our mutual understandings of the transactions to be
described in the Transaction Documents; however, the obligation of the parties
to consummate any such transactions is subject to the negotiation and execution
of the Transaction Documents, and this Letter of Intent shall create no
obligation on the parties to consummate the transactions to be described in the
Transaction Documents. Notwithstanding the foregoing, the parties
agree that the provisions of paragraphs three through eight, inclusive, of this
Letter of Intent shall be binding upon the parties and their respective
successors and assigns.
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Upon execution of both of the parties,
this Letter of Intent Agreement shall constitute a binding obligation between us
to the extent set forth herein.
AGREED
AND ACCEPTED
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B2
Digital Inc.,
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By:
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/s/ Xxxx XxXxxxx | |||||
Name:
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Xxxx
XxXxxxx
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Title:
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President
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Date:
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7-17-09 | |||||
AGREED
TO AND ACCEPTED:
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Mob
Candy Corp
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By:
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/s/ Xxxxx XxXxxxxx | |||||
Name: Xxxxx
XxXxxxxx,
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Title: President
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Date:
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7/17/09 |
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