LETTER OF INTENT
October
25, 2007
ATTN:
Mr.
Xxxxxx Xxxx, Manager
Pluginz,
LLC
RE:
Acquisition of DnC Multimedia, Inc.
Dear
Xx.
Xxxx:
The
purpose of this letter of Intent
(the “Letter”) is to set forth certain understandings between Pluginz, LLC, a
California limited liability company (hereafter referred to as “Pluginz, LLC”)
and Planetlink Communications, Inc., a Georgia corporation (“Planetlink”),
Planettraks Inc., a Nevada corporation and wholly-owned subsidiary of Planetlink
(“Planettraks”) with respect to the acquisition of 100% of the capital stock of
DnC Multimedia, Inc. (“DnC”).
|
1.
|
Acquisition. Planettraks,
will seek to acquire 100% of the capital stock of DnC from Pluginz,
LLC in
exchange for Planetlink restricted shares. The new management
team is anticipated to be as
follows:
|
Management
Team
|
|
Chairman:
|
Xxxxx
Xxxxxx
|
|
|
CEO/Director:
|
Xxxxxx
Xxxx
|
|
|
CFO/Director:
|
Xxxxxx
Xxx
|
|
|
CTO/Director:
|
Xxxxxx
Xxxx
|
|
|
Consultant/Director:
|
X.
Xxxxx Xxxx
|
|
|
2.
|
Effective
Date. This Letter of Intent is effective as of
October 25, 2007.
|
|
|
3.
|
Closing
Date. The closing date will be within 14 days from the date
this agreement is signed by both parties, unless mutually extended
in
writing.
|
|
|
4.
|
Proposed
Definitive Agreement. Planetlink, Planettraks, and DnC intend
promptly to reach a written Definitive Agreement, the execution of
which
would be subject to the approval of Planetlink’s board of directors,
containing comprehensive representations, warranties, identities,
conditions and agreements by the parties. It is anticipated that
the
definitive agreement will be completed by the proposed closing date,
unless an extension is granted and submitted to each party in
writing.
|
|
|
5.
|
Access.
Each party shall provide access to its facilities, books and records
and
shall cause accountants and other agents and representatives
(collectively, “Representatives”) to cooperate fully with the other
party’s review of its assets, contracts, liabilities, operations, records
and other aspects of their business relating to the proposed
transaction.
|
|
|
6.
|
Fees
and Expense. Planetlink and Planettraks are responsible for
all of their fees and expenses relating to its due diligence, audits,
legal, SEC or other costs associated with the proposed transaction.
DnC is
responsible for all of its fees and expenses relating to the proposed
transaction.
|
|
|
7.
|
Governing
Law. The binding provisions shall be governed by and
construed in accordance with the laws of the State of
Georgia.
|
Please
sign and date this letter in the space provided below to confirm the mutual
agreements set forth in this binding letter of intent and return a signed copy
to the undersigned.
Best
Regards,
Xxxxx
Xxxx
Chief
Executive Officer
Planetlink
Communications, Inc.
|
By:
|
||
|
Name:
Xxxxx Xxxx
|
||
|
Title:
Chief Executive Officer, Planetlink Communications, Inc.
|
||
|
By:
|
||
|
Name:
Xxxxxx Xxxx
|
||
|
Title:
Manager, Pluginz, LLC
|
||
|
By:
|
||
|
Name:
Xxxxxx Xxxx
|
||
|
Title:
Chief Executive Officer, DnC Multimedia, Inc.
|
||
