Contract

Exhibit 10.13

    Gilla Inc.

January 22, 2014

Mr. Xxxxxx Xxxxxxxx

Director & Secretary

Xxxxxx Marketing Ltd.

Dear Sir:

Re: Business Combination of Xxxxxx Marketing Ltd. (“Xxxxxx”) and Gilla Inc. ("Gilla")

Subject to and in accordance with the terms and conditions hereinafter contained, this letter agreement (the "Agreement") is intended to set forth the basic terms and conditions of the proposed acquisition (the "Acquisition") by Gilla of all of the issued and outstanding shares of Xxxxxx. Gilla proposes that the Acquisition will proceed as follows:

1.   Background of Gilla:  Gilla is a public company and the common shares of Gilla (the “Gilla Common Shares”) are listed for trading on the OTCQB (the "OTC") under the symbol GLLA. There are currently 67,766,977 Gilla Common Shares issued and outstanding and $1,222,000 of convertible debentures issued at a conversion price of $0.07 per Gilla Common Shares.

2.   Background of Xxxxxx:  Xxxxxx is a private company incorporated under the laws of Ireland that has only common shares (the "Xxxxxx Common Shares") issued and outstanding, and no other outstanding stock options, warrants, anti-dilution or other rights to purchase Xxxxxx Common Shares.  Xxxxxx has no debt, liabilities or unsecured payables not disclosed in its Trial Balance for the period ended December 31, 2013 (the “Xxxxxx Financial Statements”).

3.   Acquisition of Xxxxxx:  At the Closing, Gilla will issue 500,000 Common Shares to Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx (250,000 Common Shares each) in exchange for Xxxxxx and Xxxxxxx Xxxxxxxx’x entire shareholding in Xxxxxx Marketing Limited. In addition Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx will be entitled to an earnable deferred consideration of Gilla Common Share Purchase Warrants1 to be commercialized and set forth in the Formal Agreement.

4.   Management Agreements:  The parties acknowledge that upon closing of the transaction, Gilla or a subsidiary of Gilla (“Gilla Group”) will enter into a management agreement with Xxxxxx Xxxxxxxx (effective at the time of the closing of the Acquisition) with the understanding that Xxxxxx Xxxxxxxx will become an employee of Gilla Group. The management agreement will contain standard provisions common to a management agreement of this type, including non-competition and change of control clauses.  Key terms of the management agreement will include the following:

(a)   €6,250 per month of net salary after payroll tax deduction;

(b)   the ability to participate in management bonus compensation plan to be determined by the Board of Directors of Gilla;

(c)   the opportunity to participate in the board approved management stock option plan of Gilla.

1 1,000,000 Warrants to vest upon Xxxxxx achieving pre-determined operational thresholds.  The warrants are to be exercisable over 3 years with a strike price of $0.25

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5.   Gilla Representations and Warranties:  Gilla represents and warrants to Xxxxxx as follows:

(a)   Gilla is duly incorporated and is validly subsisting under the laws of Nevada;

(b)   Gilla has fully owned subsidiaries named Xxxxx Distribution Canada Ltd., Gilla Operations LLC, Gilla Enterprises Inc., and Charlie’s Club, Inc.;

(c)   Gilla is in compliance with all of its obligations as a reporting issuer in the jurisdictions where it is a reporting issuer, including those imposed pursuant to securities legislation, and the regulations and policies thereunder;

(d)   Gilla is in compliance with all of the policies of the OTC and the Financial Industry Regulatory Authority (“FINRA”) and is eligible for electronic book-entry delivery and settlement depository services by the Depository Trust Company (“DTC”);

(e)   Gilla currently has 67,766,977 Gilla Common Shares issued and outstanding, all of which are validly issued and outstanding as fully paid and non-assessable;

(f)   Gilla has no agreement, option, understanding, warrant, call, conversion right, commitment or any right or privilege of any kind which obligates Gilla to allot or issue any Gilla Common Shares or any equity interests, carried interest, licenses, sublicenses, fees, indemnities, royalties, profit sharing or any similar agreement or participation of any nature or kind, contingent or otherwise, other than the $1,222,000 of convertible debentures issued at a conversion price of $0.07 per Gilla Common Shares;

(g)   Gilla is not a party to any employment agreements with any of its officers or employees;

(h)   the financial statements of Gilla for the period ended September 30, 2013 were true and correct and present fairly in all material respects the financial position of Gilla as at the date thereof and were prepared in accordance with U.S. generally accepted accounting principles consistently applied;

(i)   (A) Gilla is a Section 12(g) "reporting issuer" within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the respective rules and regulations promulgated thereunder by the United States Securities & Exchange Commission (the “SEC”); (B) neither the SEC nor any securities commission, nor FINRA, nor DTC nor the OTC, has issued any order preventing the Acquisition or cessation of trading of any securities of Gilla; (C) DTC not imposed a chill on the trading of the shares of Common Stock of Gilla; (D) Gilla is in good standing in the state of its incorporation and in each other state and province where it is required to be registered to conduct business; and (E) Gilla is fully compliant as a reporting issuer with the Securities Act, the Exchange Act and all other applicable national, state and provincial securities laws and regulations, as well as all FINRA OTC policies.

(j)   there is no "material fact" or "material change" (as those terms are defined in applicable securities legislation) in the affairs of Gilla that has not been generally disclosed to the public; Gilla has not made any material misstatements or omitted any material information in any filing made with the SEC or in connection with the sale or placement of any of its securities; there are no undisclosed liabilities in any financial statement of Gilla filed with the SEC or in any of the books and records of Gilla which have been delivered to Xxxxxx.  All information and materials provided by Gilla to Xxxxxx is true and correct in all respects; and

(k)   there is no action, suit, litigation, arbitration, investigation, inquiry or other proceeding in progress, or, to the best of Gilla's knowledge, pending or threatened against or relating to Gilla or its material assets and there is no circumstance, matter or thing known to Gilla which might give rise to any such proceeding or to any governmental investigation relative to Gilla and there is not outstanding against Gilla any judgment, decree, injunction, rule or order of any court, government department, commission, agency or arbitrator.

6.   Xxxxxx Representations and Warranties:  Xxxxxx represents and warrants to Gilla as follows:

(a)   Xxxxxx is duly incorporated and is validly subsisting under the laws of Ireland;

(b)   other than as disclosed herein, Xxxxxx has no outstanding agreements, options, understandings, warrants, calls, conversion rights, commitments or any rights or privileges of any kind which obligate Xxxxxx to allot or issue any shares in its capital;

(c)   Xxxxxx has the sole and exclusive right to all of its assets and technologies to conduct its business relating thereto;

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(d)   there is no action, suit, litigation, arbitration, investigation, inquiry or other proceeding in progress, or, to the best of Xxxxxx'x knowledge, pending or threatened against or relating to Xxxxxx, its subsidiaries or the Xxxxxx Assets, or Xxxxxx’x other material assets and there is no circumstance, matter or thing known to Xxxxxx which might give rise to any such proceeding or to any governmental investigation relative to Xxxxxx and there is not any outstanding proceedings against Xxxxxx or in respect of the Xxxxxx Assets, any judgment, decree, injunction, rule or order of any court, government department, commission, agency or arbitrator; and

(e)   Xxxxxx has no debt, liabilities, or payables not disclosed in the Xxxxxx Financial Statements.

7.   Regulatory Requirements:  This agreement is subject to any required regulatory approvals and upon closing, Gilla agrees to file any and all documents required to comply with applicable securities laws.

8.   Closing:  The parties agree the date of Closing (the "Closing Date") will occur on or before February 3, 2014.

9.   Costs:  The parties agree each party will pay for their own respective costs incurred pursuant to the Acquisition and the other transactions contemplated in this Agreement, whether or not the transactions contemplated herein are completed.

10.   Due Diligence:  For the purposes of allowing Gilla and Xxxxxx to review the business and affairs of each other so as to enable each other to determine if there are any facts relating to which, if known to the other party, would cause it to elect to not proceed with the Acquisition, Xxxxxx and Gilla hereby permit each other and their auditors and agents to conduct, upon the execution of this Agreement, up to and including the Closing Date, such investigations as each party may deem reasonably necessary or advisable in order to ensure that each of the representations, warranties, covenants and agreements as are required by each party are true and accurate.

11.   Conditions:  The obligations of the parties to consummate the Acquisition will be subject to the fulfilment of the following conditions:

(a)   the receipt of all necessary approvals;

(b)   the latest available financial statements of Gilla are true and correct and have been prepared in accordance with generally accepted accounting principles consistently applied;

(c)   the audited and unaudited financial statements of Xxxxxx required to complete the Acquisition are delivered to Gilla on or before January 31, 2014 and such financial statements are true and correct and have been;

(d)   there will be no adverse material change in the business, affairs or operations of Gilla between the date of the latest available financial statements of Gilla and the Closing;

(e)   there will be no adverse material change in the business, affairs or operations of Xxxxxx between the date of the latest available financial statements of Xxxxxx and the Closing;

(f)   the review to the sole satisfaction of Xxxxxx of the financial condition, business, properties, title, assets and affairs of Gilla;

(g)   the review to the sole satisfaction of Gilla of the Xxxxxx Assets and of the financial condition, business, properties, title, assets and affairs of Xxxxxx;

(h)   the approval of the Acquisition by the board of directors of each of Gilla and Xxxxxx;

(i)   amounts owed by Xxxxxx to Gilla are repaid or accounted for appropriately as a liability;

(j)   the Xxxxxx security holders will have received certificates representing the Gilla Common Shares to which they are entitled pursuant to paragraph 3;

(k)   the representations and warranties contained herein and in the Formal Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects as of that date;

(l)   no inquiry or investigation (whether formal or informal) in relation to Gilla or Xxxxxx or their directors or officers, shall have been commenced or threatened by any officer or official of the OTC or any securities commission, or similar regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on applicable party; and

(w) each party making available all relevant financial statements, documents, reports, files, books, papers, documents and agreements, and all other relevant information relating to its business, assets, operations, prospects, financial condition and affairs, such that the other party shall satisfactorily complete its due diligence review of such materials on the later of: (i) the date on which the filing statement in respect of the Acquisition is filed on XXXXX with the U.S. Securities and Exchange Commission and in accordance with the policies of OTC; and (i) such other date as agreed to by the parties.

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The conditions listed in subparagraphs (b), (d), (f) and (j) are for the sole benefit of and may be waived only by, Xxxxxx. The conditions listed in subparagraphs (c), (e), and (g) are for the sole benefit of and may be waived only by Gilla. The balance of the conditions in this paragraph 16 are for the benefit of, and may be waived by, the parties hereto as they relate to the obligations of the other parties to perform same.

12.   Confidential Information:  The information provided by each of Gilla and Xxxxxx, in any form whether written, electronic or verbal, as to financial condition, business, properties, title, assets and affairs (including any material contracts) as may reasonably be requested by the other party, including information contemplated by paragraph 10, will be kept confidential by each party (the "Confidential Information"), other than information that:

(a)   has become generally available to the public;

(b)   was available to a party or its representatives on a non-confidential basis before the date of this Agreement; or

(c)   has become available to a party or its representatives on a non-confidential basis from a person who is not, to the knowledge of the party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the party or its representatives.

No Confidential Information may be released to any third party without the consent of the provider thereof, except if such information is required to be released by law, court order or stock OTC rule. Confidential Information may be used solely for the purpose of consummating the transactions contemplated by this Agreement.

13.   Press Releases:  The parties will advise each other, in advance, of any public statement or press release which they propose to make in respect of the Acquisition, provided that no party will be prevented from making any public statement or press release which is required to be made by law or any rule of a stock exchange or similar organization to which it is bound.  Upon the execution of this letter agreement, Gilla will issue a Form 8-K as required under the Exchange Act.

14.   Termination:  This Agreement may be terminated in writing at any time by the parties hereto in accordance with the terms contained herein or if closing has not occurred on or before February  14, 2014.

15.   This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

16.   This Agreement constitutes an enforceable legal agreement, the consideration for which will be the mutual covenants of the parties contained herein.

If the foregoing correctly sets forth your understanding, please indicate your acceptance thereof by signing and returning the enclosed duplicate of this letter.

This letter may be signed in counterparts which together will be deemed to constitute one (1) letter agreement, and delivery of the counterparts may be effected by means of telecopier from us to you and from you to us.

			Yours truly,
			GILLA INC.
			Per:	/s/ J. Xxxxxx Xxxxxxxx
				J. Xxxxxx Xxxxxxxx
				Chief Executive Officer
ACKNOWLEDGED AND AGREED TO this 22 day of January, 2014.
XXXXXX MARKETING LIMITED
Per:	/s/ Xxxxxx Xxxxxxxx
	Xxxxxx Xxxxxxxx
	Director & Secretary
Per:	/s/ Xxxxxxx Xxxxxxxx
	Xxxxxxx Xxxxxxxx
	Director

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