LETTER OF INTENT
Exhibit 10.6
This Letter of Intent is made and
entered into as of August 16, 2010, by and between KENSINGTON LEASING, LTD., a
Nevada Corporation, whose common stock trades on the over-the-counter bulletin
board under the trading symbol, “KNSL” (hereinafter referred to as ‘KNSL”), and
WEALTHMAKERS, LTD., a privately held Wyoming corporation (hereinafter “WM”), and
sets forth the basic terms and conditions by which KNSL will acquire 100% of the
outstanding capital stock of WM held by its selling shareholders, subject to the
consummation of a definitive agreement, as follows:
1. KNSL
is a publicly held Nevada corporation whose common stock trades on the
over-the-counter bulletin board. KNSL has an authorized share capital
of 100 million shares of common stock, 7,888,000 shares of which are issued and
outstanding.
2. WM
is a privately held Wyoming corporation. WM has an authorized share
capital of 100 million shares of common stock, 15,354,000 shares of which are
issued and outstanding. WM is a web-based predictive research
technology company that connects to automated trading platforms for stocks,
indexes, bonds, options, commodities and currencies and can trade in up to 80
markets around the world in a single Interactive Brokers Universal
account.
3. KNSL
shall issue 3,838,500 shares of its common stock in exchange for 100% of the
issued and outstanding capital shares of WM. The value of the KNSL
common stock exchanged is based on the closing price reported on the
over-the-counter bulletin board as of August 13, 2010.
4. Upon
acceptance of this agreement by the board of directors of KNSL and WM, and the
selling shareholders of WM, a definitive agreement shall be entered into between
the parties.
5. Each
of the parties hereto shall, and shall cause their agents and representatives,
to keep confidential as proprietary and privileged information the negotiations
of the parties respecting the consummation of the transaction contemplated
hereby, and any other item which may be expressly identified or noticed as
confidential hereby (“Confidential Information”). WM agrees not to
negotiate with any other merger or financing candidates during the pendency of
this agreement.
6. Consummation
of the definitive agreement shall be subject to there being no material change
in either party’s business, financial conditions, or prospects, from the date of
this letter of intent up to and including the date of the definitive
agreement. Each party shall pay its own relative expenses incidental
to this letter of intent and the definitive agreement. Neither party
shall make an announcement of the proposed transaction contemplated hereby,
prior to the execution of the definitive agreement without the prior written
consent of the other, which shall not be unreasonably withheld or
delayed. However, KNSL is hereby specifically authorized to announce
the execution of this letter of intent to its shareholders and to the
public. Nothing contained in this provision shall restrict in any
respect with either party’s ability to communicate information concerning this
letter of intent and the transactions contemplated hereby to its respective
affiliates, officers, directors, employees, attorneys, accountants, consultants
and advisors, and to third parties whose consent may be required in connection
with the transaction contemplated hereby.
7. This
agreement sets forth the basic terms and conditions of the proposed transaction
between the parties as currently contemplated. Consummation of the
transactions contemplated hereby requires further negotiation, and requires the
drafting of a definitive agreement setting forth the terms and conditions not
inconsistent with the foregoing and other terms and conditions which are
customary and usual under the circumstances. The parties will
cooperate and use their best efforts to negotiate such a definitive
agreement. This letter of intent does not constitute or create, and
shall not be deemed to constitute or create, any obligation on the part of
either party to this letter of intent. No such obligation shall be
created, except by the execution and delivery of the definitive agreement
contemplated hereby, containing such terms and conditions of the proposed
transaction as shall be agreed upon by the parties, and then only in accordance
with the terms and conditions of such definitive agreement.
8. This
agreement may be executed in one or more counterparts, each of which shall be
deemed as an original, but all of which taken together shall constitute one and
the same instrument. This is the only agreement between the parties
with respect to the subject matter hereof, and shall be construed under the laws
of the state of California.
| KENSINGTON LEASING, LTD. | ||
| By | ||
| Angelique de Maison, CEO | ||
| WEALTHMAKERS, LTD. | ||
| By | ||
| Zirk Xxxxxxxxxxx, President | ||
