LETTER OF INTENT
Exhibit 10.1
This
Letter of Intent (“LOI”) made this 5 day
of March2010 is between Xxxx Xxxxxx representing Stealth Trucking, Inc. with an
address of 0000 Xxxx 00xx
Xxxxxx Xxxxxx, Xxxxx 00000 (“Xxxxxx”) and CLX
Medical, Inc. with an address of 00000 Xxxxxxxxxx Xxxxx, Xxx 000X, Xxxxxxxx,
Xxxxxxxxxx 00000 (“CLXM”). This
LOI summarizes the principal terms with respect to Xxxxxx becoming the
president/CEO and a Director of CLX Medical, Inc. with the sole intent and
purpose of exploring a potential merger between Stealth Trucking, Inc. and CLX
Medical, Inc., ticker symbol ‘CLXM’ (the “Transaction”).
Upon the
execution of this Letter of Intent and contingent on the other terms and
conditions of this LOI, Xxxxxx shall become the president/CEO and a Director of
CLXM, and will become the majority owner of CLXM by virtue of the issuance of
shares of CLXM preferred stock, which shall provide Xxxxxx majority voting
control over CLXM (the “Preferred
Stock”). It is agreed that Xx. Xxxxx X. Xxxx, Esq. will
represent Stealth Trucking, Inc. and Xxxxxx in the transaction.
At the
time of closing, CLXM will have an accounts payable debit with approximately one
hundred forty-five thousand ($145,000) past due and a note to Xxxxxxx
Xxxxxx in the amount of $190,000 that is in default, and no other
assets.
At that
time of closing, CLXM shall forward all corporate documentation to Xxxxxx
including the company’s accounting records for the last two years.
STRUCTURE
During
the period from the date of this LOI until the closing of the Transaction, CLXM
will not issue more than 36 million shares (36,000,000) which will be issued in
exchange for approximately seven hundred thousand dollars ($700,000) worth of
payables debt and the agreement to convert all existing preferred shares into
common shares, leaving the company with approximately one hundred forty-five
thousand ($145,000) in payables and a note to Xxxxxxx Xxxxxx in the amount of
$190,000 that is past due and there will be no assets in the
company.
At no
salary or cost to CLXM, Xxxxxx shall become the president/CEO and a Director of
CLXM in accordance with this LOI. Xxxxxx shall become the majority
owner of CLXM by the issuance of Preferred Stock.
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PRINCIPAL
CONDITIONS
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The
transition timeframe of the Transaction will commence upon raising $10,000
through the sale of CLXM stock by a third party, which date shall occur no less
than 10 days nor more than 20 days after execution of this Letter
of Intent, following which date, the current president/CEO of the CLXM
shall promptly resign and Xxxxxx will be appointed president/CEO and become a
Director. The current board of directors and officers of the Company
shall resign within 20 days from the execution date of this letter of intent, at
which time new directors and officers shall be appointed as directed by
Xxxxxx.
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Until such time as the
Transaction closes and CLXM is merged with Stealth Trucking, Inc., the
Preferred Stock shall be held in escrow, pursuant to an Escrow Agreement in
mutually agreeable form of the parties, and shall be subject to cancellation in
the event the Transaction is not completed and/or substantially in process
within six months of the date of issuance of the Preferred Stock.
The
Company shall have approximately one hundred forty-five thousand dollars
($145,000.00) of payables liability, a past due note to Xxxxxxx Xxxxxx in the
amount of $190,000 and zero assets at the closing of the
Transaction.
Both
parties agree that a press release regarding the LOI will be required and that
other press releases to educate the market and shareholders would be
beneficial.
Xxxx
Xxxxxx and CLXM agree, in good faith, to the terms and conditions of this LOI
and direct Xx. Xxxxx Xxxx. Esq., to draw final documents for the completion of
the intended transaction.
Each
party shall use its best efforts to obtain all consents, waivers, approvals and
authorizations as may be required or advisable to consummate the transaction
described in this LOI. Time is of the essence for purposes of this LOI and the
transactions contemplated herein.
This LOI
is a non-binding agreement by and among the parties, subject to any additional
terms and conditions as may be negotiated in the documents entered into
evidencing the transactions contemplated by this LOI. The parties
shall use their best efforts to enter into definitive agreements for the
transactions set forth herein as soon as practicable, but not later than March
25, 2010 and upon terms and conditions mutually acceptable to the
parties.
This LOI
may be executed in counterparts, each of which shall constitute an original but
all of which when taken together shall constitute but one agreement, and shall
become effective when copies hereof which, when taken together, bear the
signatures of each of the parties hereto. A facsimile signature of
any party to this LOI shall be valid and effective and binding upon the
signatory party.
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/s/
Xxxx Xxxxxx
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/s/
Xxxxxx XxXxx
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Stealth
Trucking, Inc.
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