LETTER OF INTENT
Exhibit 10.1
THIS LETTER OF INTENT (the “LOI”), is entered into by and,
BETWEEN: DARLINGTON MINES LTD., a Nevada corporation having an office at 00X, Xxxx Xxxxxx 00-00
Xxxxxxxxx Xxxx, Xxxxxxx Xxxx Xxxx.
(“COMPANY”)
AND:
THE PULSE
BEVERAGE CORPORATION, a Colorado corporation having an address of record
located at 0000
Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000.
(“PULSE”)
BACKGROUND AND PURPOSE
WHEREAS, the Company is a publicly traded company on the United States OTC Markets (“OTC”) under the symbol DAML.
WHEREAS, Pulse The Pulse Beverage Corporation, or “the Company”, is a nutraceutical (or functional) beverage company that will manufacture, distribute and market the PULSE® brand of water-based beverage formulations. PULSE® is a beverage that contains functional ingredients that have been shown to promote health. PULSE® is unique in that it was developed by Xxxxxx Health Care Corporation (“Xxxxxx”) to be scientifically effective in the recommended serving sizes and contains ingredients that are widely considered to be critial to adult health. The PULSE® beverage formulations were scientifically researched and formulated by Baxter and the Company has acquired all the formulations, rights and patents relating to the brand PULSE®. Xxxxxx Healthcare Corporation spent time developing and marketing the PULSE® product line. PULSE® is the only nutraceutical (or functional) beverage that has been developed by a major healthcare company. The Pulse Beverage Corporation, through their acquisition of the PULSE® brand is entitled to label its PULSE® product as follows: “Formulation developed under license from XXXXXX HEALTHCARE CORPORATION”.
WHEREAS, the parties wish to enter into this Letter of Intent which states that, upon completion of the conditions as set forth herein and in a formal, definitive agreement, the Company and Pulse will enter into a share exchange transaction whereby the Company will acquire all of the shares of outstanding capital stock of Pulse in exchange for the issuance of a certain ownership interest in the Company to the shareholders of Pulse.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements and representations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
| 1. | This LOI constitutes a binding agreement with
regard to the various matters set forth herein. |
| 2. | The Company and Pulse agree that they will use their commercially
reasonable efforts to enter into a definitive agreement containing
substantially the same terms and provisions as set forth in this LOI within
forty (40) days from the date of execution of this LOI (the “Definitive
Agreement”). |
| 3. | Upon the satisfaction of the conditions set forth herein and in the
Definitive Agreement, the Company will acquire all of the issued and
outstanding capital stock of Pulse in exchange for the issuance to Pulse
shareholders of 13,280,000 post-split shares of common stock of the Company
(the “Exchange”). Upon Closing, Pulse shall become a wholly-owned
subsidiary of the Company and Pulse shareholders shall own approximately 24% of
the outstanding shares of the Company on a post-Closing basis. |
| 4. | The closing of the Exchange (the “Closing”) shall occur on or
before four (4) days from the date on which Pulse completes the audit of its
financial statements as required to be filed by the Company upon the Closing in
accordance with the Securities Exchange Act of 1934, as amended, and the
Company closing a financing of at least $1,000,000. Immediately after the
Closing, the Company will have 55,460,000 shares issued and outstanding. |
| 5. | The Definitive Agreement shall contain customary representation and
warranties, covenants and indemnification provisions for transactions of this
nature. |
| 6. | The execution of the
Definitive Agreement and the Closing shall be subject to the approval of the
Board of Directors of Pulse and the stockholders of Pulse. |
| 7. | No party hereto will make any disclosure or public announcements of the
proposed transactions, the LOI or the terms thereof without the prior consent
of the other parties, which shall not be unreasonably withheld, or except as
required by relevant securities laws; provided, however, each party may issue
press releases in the ordinary course of business. |
| 8. | Each party agrees and acknowledges that such party and its directors,
officers, employees, agents and representatives will disclose business
information and information about the proposed transaction in the course of
securing financings for the Company and Pulse and that the parties and their
representatives may be required to disclose that information under the
continuous disclosure requirements of the Securities Exchange Act of 1934. |
| 9. | This LOI shall be construed in accordance with, and governed by, the
laws of the State of Nevada, and each party separately and unconditionally
subjects itself to the jurisdiction of any court of competent authority in the
State of Nevada, and the rules and regulations thereof, for all purposes
related to this agreement and/or their respective performance hereunder. |
| 10. | The parties shall prepare, execute and file any and all documents
necessary to comply with all applicable federal and state securities laws,
rules and regulations in any jurisdiction where they are required to do so. |
| 11. | All references to currency in this LOI are references to the lawful
currency of the United States of America. |
| 12. | This LOI may be executed in counterparts, by
original or facsimile signature, with the same effect as if the signatures to
each such counterpart were upon a single instrument; and each counterpart shall
be enforceable against the party actually executing such counterpart. All
counterparts shall be deemed an original copy. |
| 13. | The delay or failure of a party to enforce at
any time any provision of this LOI shall in no way be considered a waiver of
any such provision, or any other provision of this LOI. No waiver of, delay or
failure to enforce any provision of this LOI shall in any way be considered a
continuing waiver or be construed as a subsequent waiver of any such provision,
or any other provision of this LOI. |
DATED EFFECTIVE: January 21, 0000
XXXXXXXXXX XXXXX LTD.
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, President and
CEO
THE PULSE BEVERAGE CORPORATION
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx, President and
CEO
