February 23, 2010 Jeffery Peck Owner and President Suite 511 South Burlington, Vermont 05403 RE: LETTER OF INTENT Between GREEN ENERGY LIVE, INC. and JEFFERY PECK concerning the STOCK PURCHASE ARRANGEMENT OF PECK ELECTRIC, INC. BY GREEN ENERGY LIVE,...
Exhibit
10.1
February
23, 2010
Xxxxxxx
Xxxx
Owner and
President
0000
Xxxxxxxxx Xxxx
Suite
511
South
Burlington, Vermont 05403
RE:
LETTER OF INTENT Between GREEN ENERGY LIVE, INC. and XXXXXXX XXXX concerning the
STOCK PURCHASE ARRANGEMENT OF XXXX ELECTRIC, INC. BY GREEN ENERGY LIVE,
INC.
Dear
Gentlemen:
This
Letter of Intent is made between Green Energy Live, Inc. ("GELV") and Xxxxxxx
Xxxx (the “Majority Owner”), shareholder of Xxxx Electric, Inc.
(”PEI”). Majority Owner has indicated his intention to sell all of
his ownership interests in PEI (as well as coordinate in selling ownership
interest from all of PEI owners), and GELV have indicated their intention to
purchase 100% ownership interests in PEI. In consideration of
furthering this business interests, GELV and Majority Owner do hereby agree as
follows, with the intention that the general terms, as amended through due
diligence, of this Letter of Intent shall be binding and be implemented under
any contemplated terms of a Definitive Agreements (“Definitive Agreements”), to
be drafted at a later date.
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:
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1.
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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 only upon written consent
of all parties.
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a.
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Cooperation in Due
Diligence. Majority Owner shall cooperate in the due
diligence of PEI and shall provide all the necessary paperwork to prove
their ownership of PEI.
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b.
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PEI
Ownership. Majority Owner understands that GELV desires
to purchase 100% ownership in PEI, and therefore Majority Owner must work
with the other owners of PEI to sell their ownership
interests.
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c.
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Audits. If
GELV is unsatisfied with the status of PEI after the Audit of PEI is
complete, GELV may terminate this Letter of Intent. The PEI
Audits must be finalized prior to any Definitive Agreements
drafted.
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d.
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Closing
Date. The parties anticipate that the closing date shall
be April 25, 2010 (“Closing Date”), unless further extended under Section
2 below.
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2.
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Contemplated Total Estimated
Purchase Price in Securities and/or Monies. The
contemplated purchase price is Five Million Dollars ($5,000,000)(“Total
Purchase Price”), which shall include any interest amount. It
is contemplated that the following payment schedule be used for the Total
Purchase Price of 100% ownership in
PEI:
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a.
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$250,000
in restricted stock payable on the Closing Date, valued at the average
daily price for the full month prior to the Closing
Date.
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b.
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$1,000,000
paid upon the Closing Date. GELV intends to file a Registration
S-1 with the Securities and Exchange Commission (“SEC”). This
amount may be paid through that filing or through other
methods.
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c.
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$3,750,000,
evidenced by a promissory note, payable in 15 monthly payments of $250,000
(inclusive of any accrued interests), starting 6 months after the Closing
Date.
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d.
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If
the payment under subsection (b) is not paid by the Closing Date, the
parties may agree to any number of 30-day extensions. A new
closing date shall be selected by mutual consent by all
parties.
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3.
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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 2,
Inc.” PEI shall be the surviving company between GELV Cloud 2,
Inc. and PEI. Owner Interests in PEI shall be transferred to
GELV. Majority Owner shall be paid the Purchase
Price.
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4.
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Outside Consultant and Audit
Costs. Each party shall pay for their own
consultant/counsel. GELV shall pay for the Audit
costs.
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5.
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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 upon signing this Letter of
Intent.
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6.
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GELV may file necessary
documents with the SEC. The Majority Owner hereby gives
GELV permission to file whatever form is necessary with the SEC or any
government agency concerning the actions contemplated in this Letter of
Intent.
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Thank you
for helping to start the due diligence process by signing this
letter.
| Sincerely, | |||
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“GELV”
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Green
Energy Live, Inc.
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/s/
Xxxxx Xxxxx
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Xxxxx
Xxxxx, CEO
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I accept
the above terms of this Letter of Intent, and I shall work towards finalizing
the Definitive Agreements, through the due diligence process.
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“Majority Owner”
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| /s/ Xxxxxxx Xxxx | 2/23/10 | |
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Xxxxxxx
Xxxx
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Date
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