LETTER OF INTENT
Exhibit
10.1
Between
GREEN ENERGY LIVE,
INC.
And
XXXX
XXXXX
CONCERNING
STOCK
PURCHASE ACQUISITION AGREEMENT OF COMANCHE LIVESTOCK EXCHANGE
LLC
BY GREEN ENERGY LIVE, INC.
This
Letter of Intent is made this 18th day of December 2008 between Green Energy
Live, Inc. (GELV) and Xxxx Xxxxx (the "Sole Owner"), sole shareholder of
Comanche Livestock Exchange LLC. (CLEI)
This
letter allows for the exclusive right of purchase until closing of sale
to be executed no later than April 30, 2009. Letter
can be extended at consent of both parties.
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
stilt the findings of the clue 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 upon written consent
of all parties.
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a.
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Cooperation in
Due Diligence. Sole
Owner
shall cooperate
the due
diligence
of the Contemplated Sale
Items and shall provide all the necessary paperwork to prove their
ownership
of the Contemplated Sale
Items.
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b.
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Audits
If GELV is unsatisfied wish the status or
CLEI after the Audit of CLEI is complete, GELV may terminate this
Letter of
Intent.
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| c. | Timeline: |
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i.
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January 2009 Filing: GEL
files additional shares with the Securities and Exchange
Commission ("SEC"). Sec Section 4 of this Letter of
Intent.
|
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ii.
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Effective Registration 30 to
90
Days after
Filing: Waiting for Approval from SEC:
for approval of
registration of additional shares.
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iii.
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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.
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| 2. | Contemplated Sale Items. |
|
a.
|
100%
of CLEI stock/ownership
|
| b. | 100% of CLEI assets, including real property / land (see itemized list attached-) |
| c. | Ongoing business and profits. |
| 3. |
Contemplated Total Estimated
Purchase Price in Securities and/or Monies. The contemplated
purchase price is One Million Dollars ($1,000,000) ("Total Purchase
Price"). It is contemplated that a Promissory Note ("Note"), along with an
xxxxxxx amount of $50,000, will be used for this
purchase.
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4.
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Conditions for Purchase
of Contemplated Sale Items.
Sole Owner agrees and represents their understanding that the
Definitive Agreements are dependent upon CLEI 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."'}.
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5.
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Formation. CLEI shall be
acquired by GELV through a reverse triangular merger. CLEI shall be merged
into a subsidiary of GELV. The subsidiary shall he called "GELV Cloud 3,
Inc." CLEI shall be the surviving company. Owner Interests in CLEI shall
be transferred to GELV. Sole Owner shall be paid the Purchase
Price.
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6.
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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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7.
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Non-Disclosure of Terms and
other Discovered Information. No party shall disclose any and all
materiel information to third parties without the other party's approval.
Seller shall not engage other potential purchasers once the Audit
procedure has started.
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IN WITNESS WHEREOF, intending to be bound, the parties do hereby execute this
Letter of Intent.
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"Sole
Owner"
Xxxx Xxxxx
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"Buyer"
Green Energy Live, Inc.
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/s/Xxxx
Xxxxx
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12-22-08
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/s/
Xxxxx Xxxxx
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January
6, 2009
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Xxxx
Xxxxx
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Date
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Xxxxx
Xxxxx
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Date
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Exhibit
A
"Definitive
Agreements"
Stock
Acquisition Agreement, with Exhibit E Real Estate Contract
Promissory
Note Agreement
Employment
Agreement
