LETTER OF INTENT
THIS LETTER OF INTENT,
hereinafter referred to as the “LOI”, is entered into by and,
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BETWEEN:
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XXXXXXXXX XXXXXX RESOURCES,
INC., a Nevada corporation having an office at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxx, Xxxxxx
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(“COMPANY”)
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AND:
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GREENTECH HOLDINGS
LLC, a limited liability company registered under the laws of
Nevis having an office at Henville Building, Charlestown,
Nevis
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(“GREENTECH”)
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WHEREAS, Greentech owns
certain intellectual property, know-how, trade secrets, data, materials, blue
prints, drawings, copyrights, technology, brand names, logos, designs and
manufacturing techniques for hybrid buses and motor coaches, including Hybrid
Xxx Xxxxx XXX00, Xxxxxxxxxx XXX00 and Commuter Coach GTC45 (the “Assets”).
AND WHEREAS, the Company
wishes to acquire the Assets to develop, manufacture and distribute eco-friendly
buses and luxury motor coaches.
AND WHEREAS, the Company and
Greentech wish to enter into an asset purchase transaction whereby the Company
would purchase the Assets in exchange for the issuance to Greentech of
32,000,000 shares of common stock of the Company.
NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the parties
agree as follows:
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1.
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Except
for the provisions in Paragraphs 6-12, 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 agreements with
regard to this transaction.
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2.
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The
Company and Greentech agree that they will enter into a definitive
agreement containing substantially the same terms and provisions as set
forth in Paragraphs 3-6 of this LOI within sixty (60) days from the date
of execution of this LOI (the “ Definitive Agreement
”).
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3.
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Upon
the satisfaction of the conditions set forth herein and in the Definitive
Agreement, the Company shall acquire the Assets in exchange for
the issuance of 32,000,000 shares of common stock of the Company to
Greentech, resulting in the Company having 52,000,000 shares issued and
outstanding upon the closing of the transaction (the “Acquisition”).
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4.
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The
Definitive Agreement shall contain customary representation and
warranties, covenants and indemnification
provisions.
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5.
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The
closing of the Acquisition shall occur as promptly as practicable, but in
all events on or before the date that is thirty (30) days from the
execution of the Definitive Agreement (the “Closing”).
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6.
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In
consideration of the time and effort the Company will incur to pursue this
transaction, Greentech 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, neither Greentech nor its
shareholders 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 purchase Greentech or any of its assets or equity, (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 the Company or its representatives any information or data related to
such purchase or afford access to the properties, books or records
of Greentech to any such persons. Greentech will promptly notify the
Company of any inquiry or proposal
received by Greentech, its shareholders or its representatives offering to
purchase Greentech or any part of its assets or
equity.
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7.
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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 the Company and the Acquisition, 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.
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8.
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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 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.
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9.
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The
parties shall prepare, execute and file any and all documents necessary to
comply with all applicable federal and state securities laws, rules and
regulations in any jurisdiction where they are required to do
so.
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10.
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If
any term or provision hereof shall be held illegal or invalid, this LOI
shall be construed and enforced as if such illegal or invalid term or
provision had not been contained
herein.
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11.
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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.
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12.
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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.
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DATED
EFFECTIVE MARCH 10, 2010
XXXXXXXXX
XXXXXX RESOURCES, INC.
_____________________________________
GREENTECH
HOLDINGS, LLC
_____________________________________
