Exhibit 10.1
LETTER OF INTENT
THIS LETTER OF INTENT, hereinafter referred to as the "LOI", is entered into by
and,
BETWEEN: INTERPRO MANAGEMENT CORP.
("PUBCO")
AND: XXXXXX XXXXXXXXXXXX
("GB")
WHEREAS, GB is an individual and a controlling owner of agribusiness companies
based in Singapore with (i) certain assignable exclusive purchase contracts with
Vietnamese companies and an assignable supply agreement with PureCircle Limited
related to stevia, (ii) rights to partner with certain local Vietnamese
companies to establish a research and development and propagation center, and
extraction and refinery plant; and (iii) right to lease certain office space in
Ho Chi Minh, Vietnam (the "ASSETS") and GB has intent to arrange for these
Assets to be assigned to a Singapore registered company ("SINGCO") for the
purpose of acquisition.
AND WHEREAS, Pubco is a publicly traded company on the United States
over-the-counter ("OTC") bulletin board securities market.
AND WHEREAS, Pubco and GB desire to effect an acquisition transaction whereby
Pubco will acquire all of the shares of outstanding capital stock of Singco in
order to advance the development, exploitation and funding of the Assets (the
"PROJECT").
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. Except for the provisions in Paragraphs 8-15, this LOI is expressly
intended to be non-binding and subject to the satisfactory completion of
Due Diligence and the negotiation of mutually acceptable definitive terms
with regard to this Project, and neither party shall have any liability
whatsoever to the other with respect to the non-binding provisions hereof
or the failure to conclude the transactions described in such non-binding
provisions for any reason whatsoever.
2. Pubco and GB agree that they will use their best efforts to enter into a
definitive agreement containing substantially the same terms and provisions
as set forth in Paragraphs 3-7 of this LOI within twenty one (21) days of
completion of the Due Diligence Period (the "DEFINITIVE AGREEMENT").
3. Pubco shall have approximately 40,000,000 shares of capital stock issued
and outstanding immediately prior to the Closing Date.
4. Upon the date (the "CLOSING DATE") of the closing of the acquisition of
Singco (the "CLOSING"), Pubco shall issue the stockholders of Singco shares
of common stock of Pubco in the amount equal to not less than 25% (or
approximately 10,000,000) and not more than 100% (or approximately
40,000,000) of existing shares of Pubco common stock outstanding.
Immediately after the Closing Date, Pubco shall have an aggregate of
approximately 50,000,000 to 80,000,000 shares issued and outstanding which
number shall be clearly defined in the Definitive Agreement.
5. If the Closing occurs, Pubco agrees to conduct a financing to fund the
Project (the "FINANCING") in the aggregate amount of $1,500,000 over an
eighteen month period in accordance with the following schedule: (a)
$250,000 to be released from escrow to Pubco upon the Closing Date; (b)
$250,000 within ninety (90) days of the Closing Date, and (c) the remainder
to be determined based on Due Diligence. Upon the completion of the
Financing, the stockholders of Singco shall own not less than twenty (20%)
percent of Pubco.
6. If the Closing occurs, Pubco shall invite GB to sit on the board and enter
into an agreement with GB to compensate him in shares of common stock of
Pubco or cash bonuses based on the achievement of established Project
milestones.
7. The Definitive Agreement shall contain customary representation and
warranties, covenants and indemnification provisions for transactions of
this nature.
8. Upon the execution of this LOI, GB shall make available to Pubco or its
representatives all books, records, contracts, papers, documents, drawings,
projections, financials, supplier and customer lists, intellectual property
and other materials as requested by Pubco and access to facilities and
properties in order for Pubco to conduct due diligence on the Assets and
the Project ("DUE DILIGENCE"). The Due Diligence period shall be no longer
than forty five (45) days from the execution of this LOI ("DUE DILIGENCE
PERIOD").
9. Upon the execution of this LOI, Pubco shall cause to be deposited into
escrow with Xxxxxxxxx Xxxxxxx, LLP, legal counsel to Pubco, the aggregate
amount of US $250,000.
10. In consideration of the time and effort Pubco will incur to pursue this
transaction, GB agrees that, from the date of execution of this LOI (or, if
sooner, until such time as the parties agree in writing to terminate this
LOI) until the Closing Date neither Singco, its stockholders nor GB, nor
any person or entity acting on their behalf will in any way directly or
indirectly (i) solicit, initiate, encourage or facilitate any offer to
directly or indirectly pursue the purchase of the Assets or Singco, (ii)
enter into any discussions, negotiations or agreements with any person or
entity which provide for such purchase, or (iii) provide to any persons
other than Pubco, Pubco or their representatives any information or data
related to Singco, the Project or the Assets or afford access to the
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properties, books or records of Singco, to any such persons for the purpose
of pursuing a financing or purchase transaction. GB will promptly notify
Pubco of any inquiry or proposal received by Singco, its stockholders or
its representatives regarding the aforementioned financing or purchasing
transactions.
11. 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.
12. 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 Pubco and the Project 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, as amended.
13. 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.
14. 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.
15. 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 THE 14TH DAY OF FEBRUARY, 2011
INTERPRO MANAGEMENT CORP. XXXXXX XXXXXXXXXXXX
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxxxxxxx
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