LETTER OF INTENT
Between
GREEN
ENERGY LIVE, INC.
And
XXXXXXX
XXXX
CONCERNING
STOCK
PURCHASE ACQUISTION AGREEMENT OF XXXX ELECTRIC, INC. BY GREEN
ENERGY
LIVE, INC.
This
Letter of intent is made this 12th day of November 2008 between Green Energy
Live, Inc. ("GELV") and Xxxxxxx Xxxx (together the "Sole Owner"), sole
shareholder of Xxxx Electric, Inc. ("PEI").
RECITALS
WHEREAS,
Sole Owner have indicated their intention to sell their ownership interests of
Contemplated Sale Items;
WHEREAS,
GELV have indicated their intention to purchase the Contemplated Sale
Items;
NOW,
THEREFORE, in consideration of furthering their respective business interests,
GELV and Sole Owner do hereby agree as follows, with the intention that this
Letter of Intent will be binding and be implemented under the contemplated terms
of a Definitive Agreements ("Definitive Agreements"), see attached Exhibit
A.
This is a
letter of intent and the final terms of the agreement may change as to suit the
findings of the due diligence, but be in the spirit of the forthcoming
items:
|
1.
|
The Intentions proposed in this
Letter of Intent and Definitive Agreements may change. As the due
diligence process continues, both parties may desire cohesively to change
the intentions of the transaction. Both parties may do so upon written
consent of all parties.
|
|
a.
|
Cooperation in Due Diligence.
Sole
Owner shall cooperate in the due diligence of the Contemplated Sale
Items and shall provide all the necessary paperwork to prove
their ownership of the
Contemplated Sale Items.
|
|
b.
|
Audits. If GELV is
unsatisfied with the status of PEI after the Audit of PEI is complete,
GELV may terminate this Letter of Intent.
|
| c. | Timeline: |
|
i.
|
December 2008 Filing:
GEL files additional shares with the Securities and Exchange
Commission ("SEC"). See Section 4 of this Letter of
Intent.
|
|
ii.
|
Effective Registration 30 to 90
Days after Filing: Waiting for Approval from SEC for approval of
registration of additional shares.
|
|
iii.
|
60 Days from Effective
Registration: Approximately 60 days after Effective Registration,
GELV shall make the first payment of Total Purchase Price under the Note,
See Section 3 of this Letter.
|
|
2.
|
Contemplated Sale Items.
a. Sole Ownership in Xxxx Electric, Inc.
|
|
3.
|
Contemplated Total Estimated
Purchase Price in Securities and/or Monies. The contemplated
purchase price is Five Million Dollars ($5,000,000) ("Total Purchase
Price"). It is contemplated that a Promissory Note ("Note") will be used
for this purchase.
|
|
4.
|
Conditions for Purchase of
Contemplated Sale Items. Sole Owner agrees and represents their
understanding that the Definitive Agreements are dependent upon PEI
completing a PCAOB certified financial audit, paid for and handled by
GELV, and a GELV successful registration of an additional 20,000,000 GELV
common shares with the Securities and Exchange Commission
("SEC").
|
|
5.
|
Formation. PEI shall be
acquired by GELV through a reverse triangular merger. PEI shall be merged
into a subsidiary of GELV, The subsidiary shall be called "GELV Cloud I,
Inc." PEI shall be the surviving company. Owner Interests in PEI shall be
transferred to GELV. Sole Owner shall be paid the Purchase
Price.
|
|
6.
|
Outside Consultant and Audit
Costs. Each party shall pay for their own consultant/counsel. GELV
shall pay for the Audit costs.
|
|
7.
|
Non-Disclosure of Terms and
other Discovered Information. No party shall disclose any and all
material information to third parties without the other party's approval.
Seller shall not engage other potential purchasers once the Audit
procedure has started.
|
IN
WITNESS WHEREOF, intending to be bound, the parties do hereby execute this
Letter of Intent.
|
"Sole Owner"
Xxxxxxx Xxxx
|
"Buyer"
Green
Energy Live, Inc.
|
||
| /s/Xxxxxxx Xxxx | 11/12/08 | /s/Xxxxx Xxxxx | 11/13/08 |
| Xxxxxxx Xxxx | Date |
Xxxxx
Xxxxx
President
|
Date |
