Binding Letter of Intent Sample Contracts

AGREEMENT ---------
Binding Letter of Intent • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • Nevada
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INSYNERGY PRODUCTS, INC./ /ROSS SKLAR or Designee BINDING LETTER OF INTENT For the Acquisition of Licenses from
Binding Letter of Intent • August 20th, 2015 • Insynergy Products, Inc • Services-advertising agencies

This Binding Letter of Intent (this “Letter of Intent”) sets forth the agreement of the parties hereto for Insynergy Products, Inc. (“Insynergy”) to acquire licenses to a series of products in the following Product Categories set forth on Exhibit A annexed hereto (the “Product Categories”) from Ross Sklar or his affiliates (“Sklar”) (Sklar and his affiliates are referenced herein as “Licensors”). As described below, the parties hereby agree to negotiate in good faith to execute definitive agreements in connection with the transactions contemplated by this Letter of Intent (“Definitive Agreements”). However, it is expressly understood that this Letter of Intent shall itself be contractually binding regardless of whether or not a further agreement is executed, subject to the terms and conditions described herein.

MILLER DIVERSIFIED CORPORATION 4401 NW 167th Street Miami, FL 33055 (786)-222-5756 July 15, 2009
Binding Letter of Intent • July 17th, 2009 • Miller Diversified Corp • Agricultural prod-livestock & animal specialties • Florida

Smoke Anywhere USA, Inc. 3101 Hallandale Beach Blvd #100 Pembroke Park Fl 33009 Re: Binding Letter of Intent between Miller Diversified, Corp. and Smoke Anywhere USA, Inc. Dear Board of Directors: This letter sets forth our binding letter of intent (“Letter of Intent”) among Miller Diversified Corp., a Nevada corporation (“Miller”) and Smoke Anywhere USA, Inc., a Florida corporation (“Smoke”) and in connection therewith, the purchase of 100% of the issued and outstanding shares of Smoke by Miller in exchange for common stock of Miller representing approximately 83% of the outstanding shares of common stock on a fully diluted basis (the “Transaction”), subject to the terms of a definitive share purchase agreement to be negotiated and executed by the parties. The proposed terms of the Transaction are as follows: 1. Definitive Agreement. Consummation of the Transaction as contemplated hereby will be subject to the negotiation and execution of a mutually satisfactory defin

EX-10.2 7 dex102.htm BINDING LETTER OF INTENT BINDING LETTER OF INTENT April 7, 2003
Binding Letter of Intent • May 5th, 2020 • Florida

THIS BINDING LETTER OF INTENT is entered into this 8th day of April, 2003, by and between YOUTH ENHANCEMENT SERVICES, INC, a Florida corporation and/or its affiliates (individually and collectively “YES”) and AMPARO ARANGO FRANCO, a citizen of Columbia (the “Inventor”) or a company that she shall form to carry out her obligations under this Agreement Until such time as a definitive agreement between the parties has been executed, this Letter sets forth the terms and conditions to which the parties agree to be bound in every respect.

BINDING LETTER OF INTENT
Binding Letter of Intent • December 16th, 2014 • Freebutton, Inc. • Metal doors, sash, frames, moldings & trim • Nevada

This Binding Letter of Intent (this “LOI”) is entered into by and between FREEBUTTON, INC., a Nevada corporation (the “Company”), and A1 Vapors Inc., a Florida corporation (“A1”).

BINDING LETTER OF INTENT GEX MANAGEMENT, INC. AND ENDEAVOR PLUS, INC.
Binding Letter of Intent • August 3rd, 2018 • Gex Management, Inc. • Services-management consulting services • Texas

This binding letter of intent ("LOI”), dated as of July 30, 2018, sets forth the understanding and preliminary agreement by and between GEX Management, Inc., a public company organized under the laws of the State of Texas (“GXXM”), on the one hand, and Endeavor Plus, Inc., a private healthcare company with offices located in New York, NY ("Endeavor"), on the other hand. GXXM and Endeavor are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”

BINDING LETTER OF INTENT (“LOI”) August 21, 2017
Binding Letter of Intent • August 24th, 2017 • Next Group Holdings, Inc. • Wholesale-groceries & related products

This Binding Letter of Intent (“LOI”) sets forth the terms and conditions agreed upon by Next Group Holdings, Inc, a Florida limited liability company ("NGH"), or its assignee, with principal registered address: 1111 Brickell Ave., Suite # 2200, Miami, FL 33131, and FISK HOLDINGS LLC (“FISK”), a New York corporation, with principal registered address: 1091 Yonkers Ave., Yonkers, NY 10704:

January 31, 2008
Binding Letter of Intent • February 4th, 2008 • Visual Management Systems Inc • Metal mining

Jay Edmond Russ Chief Executive Officer Intelligent Digital Systems, LLC 543 Broadway Massapequa, New York 11758 Sent Via Electronic and Regular Mail Re: Binding Letter of Intent Dear Mr. Russ: This Letter of Intent (“LOI”) sets forth the binding agreement by and among Visual Management Systems, Inc., a Nevada Corporation (“VMS”), and Intelligent Digital Systems, LLC (“IDS”), a Delaware Limited Liability Company, (hereinafter collectively referred to as the “Parties” and individually as a “Party”) relating to the purchase of substantially all the assets of IDS, on the following terms and conditions. It is agreed that this letter constitutes an agreement and is legally binding on the Parties. The Parties agree that IDS shall sell substantially all of its assets to VMS, including all of its inventory, equipment, proprietary digital video recording technology including software source code and information as to compatible hardware, and good will and other intangible assets including trade

BINDING LETTER OF INTENT
Binding Letter of Intent • September 11th, 2012 • Technologies Scan Corp • Services-prepackaged software

To: I SPEED ZONE INC 5790 Étienne D’Allaire Évi, Québec, G6V 8V6 Attention: Dany Gagné RE: Purchase of all of the issued and outstanding shares (the "Shares") I Speed Zone inc.

BINDING LETTER OF INTENT
Binding Letter of Intent • February 12th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail

This Binding Letter of Intent (the “LOI”), dated as of February 9, 2024 (the “Effective Date”), sets forth the terms of the agreement between Blum Holdings, Inc., a publicly traded Delaware corporation (the “Buyer” or “Blüm”), on the one hand, and Operators Only Corp., a Delaware corporation (“Operators Only”), Golden Health & Wellness, Inc. (which does business as “Lemonnade North”), Safe Accessible Solutions, Inc. (which does business as “Cookies Sacramento”), and Sacramento Commercial Services, Inc. (which does business as “Lemonnade South”), (together the “Targets” and each a “Target”), on the other hand, for the acquisition of the businesses of Targets known as Operators Only, Lemonnade North, Cookies Sacramento (which includes the delivery business known as “Jay St. Delivery” and the cannabis flower brand known as “Turkey Bag Heroes”), and Lemonnade South (together the “Businesses” and each a “Business”). The Buyer and the Targets may be referred to collectively as “Parties” and

BINDING LETTER OF INTENT
Binding Letter of Intent • October 28th, 2011 • Eaglecrest Resources, Inc. • Gold and silver ores • Texas

This Binding Letter of Intent (this “LOI”), is entered into by and, between EAGLECREST RESOURCES, INC., a Nevada corporation (the “Company”), and ORYONTECHNOLOGIES, LLC, a Texas limited liability company (“Oryon”).

BINDING LETTER OF INTENT DATED AS OF MARCH 19, 2023
Binding Letter of Intent • March 20th, 2023 • Proterra Inc • Motor vehicles & passenger car bodies

Reference is made to that certain Note Purchase Agreement, dated as of August 4, 2020, by and among Proterra Operating Company, Inc., a Delaware corporation formerly known as Proterra Inc. (the “Company”), the Investors (as defined therein) from time to time party thereto, the Guarantors (as defined therein) from time to time party thereto and CSI GP I LLC, as collateral agent (the “Existing Purchase Agreement” and, as amended, the “Purchase Agreement”), and the Secured Convertible Promissory Notes in the initial aggregate principal amount of $200,000,000.00 issued pursuant thereto (the “Existing Notes” and, as amended, the “Notes”). CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP, CS GP I LLC and CSI PRTA Co-Investment LP (collectively, the “Cowen Parties”) purchased and continue to hold Existing Notes in initial aggregate principal amount of $150,000,000.00. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Existing Purch

GI DYNAMICS, INC. Boston, MA 02205
Binding Letter of Intent • May 7th, 2018 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York

This binding letter agreement (this “Letter Agreement”) states the basis on which you, as the investor (the “Investor”), shall loan an aggregate principal amount of One Million Seven Hundred and Fifty Thousand dollars (US$1,750,000) (the “Loan Amount”) to GI Dynamics, Inc., a Delaware corporation (the “Company”), subject to the condition precedent set forth in Paragraph 2 below.

BINDING LETTER OF INTENT
Binding Letter of Intent • January 9th, 2023 • Cuentas Inc. • Wholesale-groceries & related products

THIS BINDING LETTER OF INTENT (the “Agreement”) entered into December 30, 2022, sets forth certain binding understandings and certain binding covenants between Cuentas Inc. (“Buyer”) and Core Development Holdings Corporation (“Seller”), Buyer and Seller individually maybe referred to as a “Party” and collectively as “Parties”).

BINDING LETTER OF INTENT
Binding Letter of Intent • May 3rd, 2022 • Cuentas Inc. • Wholesale-groceries & related products

THIS BINDING LETTER OF INTENT (the “ Agreement ”) entered into December , 2021, sets forth certain binding understandings and certain binding covenants with respect to the purchase of the assets of Mango Tel LLC, a Wyoming limited liability company, owned by Fisk Holdings, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New York 10704 and SDI Black 011, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New York 10704 (hereinafter collectively “ Seller ”), and Sahedabanu Sohel Kapadiai and Sohel Basir Kapadia, the managing members and owners of Seller (hereinafter collectively “ Owners”), by Cuentas, Inc., a Florida corporation located at 235 Lincoln Road, Suite 210, Miami Beach, Florida 33139 ( “Buyer” ).

AMENDED AND RESTATED BINDING LETTER OF INTENT
Binding Letter of Intent • May 3rd, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail

This Amended and Restated Binding Letter of Intent (the “LOI”) dated as of April 26, 2024 (the “Effective Date”) amends and restates in its entirety that certain Binding Letter of Intent dated as of February 9, 2024 by and between Buyer, Operators Only Corp., Golden Health & Wellness, Inc., and Target, and sets forth the terms of the agreement between Blum Holdings, Inc., a publicly traded Delaware corporation (the “Buyer” or “Blüm”) and a newly formed Blüm subsidiary created for the purposes of culminating the transactions contemplated herein (“Blüm Acquisition Co.”), on the one hand, and Safe Accessible Solutions, Inc. (which does business as “Cookies Sacramento”, the “Target”), on the other hand, for the acquisition of Target (which includes the delivery business known as “Jay St. Delivery” and the cannabis flower brand known as “Turkey Bag Heroes”, together the “Businesses” and each a “Business”). The Buyer and the Target may be referred to collectively as “Parties” and each separa

AMENDMENT NO. 1 TO BINDING LETTER OF INTENT DATED MARCH 8, 2004
Binding Letter of Intent • August 20th, 2004 • Left Right Marketing Technology Inc • Miscellaneous manufacturing industries

THIS AMENDMENT NO. 1 TO BINDING LETTER OF INTENT DATED MARCH 8, 2004 ("Amendment No. 1") is made and entered into effective the 30th day of April, 2004, by and between Left Right Marketing Technology, Inc., a Delaware corporation ("LRMK") and Hall Communications, Inc., a Nevada corporation ("HallComm").

BINDING LETTER OF INTENT
Binding Letter of Intent • September 28th, 2018 • GSRX Industries Inc. • Retail-food stores • California

THIS BINDING LETTER OF INTENT (this “Letter”), dated as of September 19, 2018 (the “Effective Date”), is entered into by and between GSRX, Inc. (the “Buyer”) and So Cal MM Patients Association, dba The Coughy Shop, All about Bud (“SCMMPA”), a retail cannabis dispensary business, located at 64949 Mission Lakes Blvd #114 , Desert Hot Springs Ca 92240 (the “Company” or the “Seller”), to set forth principal terms and conditions under which the parties hereto would consider relating to the purchase and sale of one hundred percent ( I 00%) of the assets of the Company, including certain assets of the retail cannabis dispensary business of the Company, by Seller to Buyer (the “Proposed Transaction”) as set forth below. The Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties”.

AMENDMENT AGREEMENT To BINDING LETTER OF INTENT Effective as at February 10, 2010
Binding Letter of Intent • January 21st, 2011 • Strategic Mining Corp • Gold and silver ores

Ba Dinh Mineral Joint Stock Company has agreed to extend this agreement to April 30, 2010, or any reasonable time thereafter so long as progress is being made.

HUNT FOR TRAVEL, INC. 90122 HOEY ROAD CHAPEL HILL, NORTH CAROLINA 27517 January 10, 2012
Binding Letter of Intent • January 11th, 2012 • Hunt for Travel, Inc. • Transportation services • Nevada

This letter sets forth our binding letter of intent (“Letter of Intent”) among Hunt for Travel, Inc. a Nevada corporation (“Hunt for Travel”), and Hawk Opportunity Fund, LP, a limited partnership (“Hawk”), in connection with an agreement to be negotiated between Hunt for Travel and Hawk whereby Hawk will transfer all of its ownership in Praco, Inc. in exchange for shares of Hunt for Travel common stock (the “Transaction”), subject to the terms of a definitive agreement to be negotiated and executed by the parties.

F I N D E X . C O M , I N C .
Binding Letter of Intent • June 7th, 2013 • Findex Com Inc • Services-prepackaged software
BINDING LETTER OF INTENT
Binding Letter of Intent • March 27th, 2014 • Pazoo, Inc. • Retail-food stores

This Binding letter of intent (the "Letter of Intent") is made by and between Pazoo, Inc., or its designee and/or assignee ("Pazoo") and MA and Associates, LLC ("MA," and together with Pazoo, each a "Party" and collectively the "Parties") and sets forth the general terms and conditions of the Parties agreement for Pazoo to acquire 40% of the Membership interest of MA(the "Proposed Transaction"). This letter contains the binding provisions of understanding between Pazoo and MA. This Letter of Intent is intended to, and does, impose legal obligations on both Parties to proceed with the Proposed Transaction, subject to the conditions set forth herein.

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F I N D E X . C O M , I N C .
Binding Letter of Intent • November 4th, 2013 • Findex Com Inc • Services-prepackaged software

This letter of intent (“Letter of Intent”) sets forth a binding agreement among Findex.com, Inc., a Nevada corporation with its only class of common stock registered under Section 12g, and subject to the periodic and other reporting requirements of Section 13(a), of the U.S. Securities Exchange Act of 1934, as amended (“FIND”), and The Renewable Corporation, a Washington corporation (“TRC”), in connection with a series of transactions (the “Transactions”), howsoever ultimately structured, pursuant to which FIND shall have issued a number of shares of its common stock to the stockholders of TRC equal to approximately eighty percent (80%) of the pre-closing issued and outstanding shares of FIND on a fully-diluted basis (including the issuance of preferred stock), and in exchange for which it shall have acquired either one hundred (100%) of the assets of Ecosmart Surface and Coating Technologies, a wholly owned subsidiary of TRC (“TRC Sub”), or one hundred percent (100%) of the pre-closin

BINDING LETTER OF INTENT
Binding Letter of Intent • June 18th, 2018 • MEDCAREERS GROUP, Inc. • Services-business services, nec

The present document is a Binding Letter of Intent (“Binding LOI”) between MedCareers Group Inc., a Nevada corporation having its principle place of business at 758 E Bethel School Road, Coppell, Texas 75019 (“MCGI), Timothy Armes CEO of MCGI, in his personal capacity and residing at________________ (“TA”), The 4 Less Corp. (formerly Vegas Suspension & Offroad, Inc.), a Nevada Corporation, whose principal place of business is located at 4580 N Rancho Drive Suite 130, Las Vegas, Nevada 89130, USA, (“4LESS”) Christopher Davenport (“CD”), in his capacity as CEO and shareholder of 4LESS and residing at__________________ and Sergio Salzano (“SS”), in his capacity as shareholder of 4LESS and residing at__________________ (“CD and SS referred to herein as Shareholder(s) (MCGI, TA, 4LESS, CD and SS referred to herein as Parties or Party), whereby MCGI shall purchase all of the outstanding shares in 4LESS (“Transaction”) under the following terms and conditions:

ADVANCED GROWING SYSTEMS, INC. ALPHARETTA, GA 30022 July 1, 2009
Binding Letter of Intent • July 7th, 2009 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • Nevada
BINDING LETTER OF INTENT
Binding Letter of Intent • June 1st, 2011 • LED Power Group, Inc. • Metal mining • Nevada

The Company is a publicly traded company with the ticker symbol “LPWR” on the United States over-the-counter (OTC) bulletin board securities market.

PRIVATE AND CONFIDENTIAL November 26, 2018 OLAREGEN THERAPEUTIX INC.
Binding Letter of Intent • December 3rd, 2018 • Generex Biotechnology Corp • Pharmaceutical preparations • New York

This letter agreement sets forth our agreement and understanding as to the essential terms of the sale to Generex Biotechnology Corporation (or an affiliate thereof) (the “Purchaser”) by Olaregen Therapeutix Inc. (the “Company”) of equity securities in the capital of the Company equal to fifty-one percent (51%) of the issued and outstanding equity securities in the capital of the Company on a post-closing basis (the “Transaction”). The parties intend this letter agreement to be binding and enforceable, and that it will inure to the benefit of the parties and their respective successors and assigns.

BINDING LETTER OF INTENT
Binding Letter of Intent • July 2nd, 2013 • Stevia Agritech Corp. • Retail-apparel & accessory stores • Nevada

This Binding Letter of Intent (this “LOI”) is entered into by and between Stevia Agritech Corp., a Nevada corporation (the “Company”), and Rightscorp, Inc., a Delaware corporation (“Rightscorp”).

EURONAV NV
Binding Letter of Intent • March 12th, 2018 • International Seaways, Inc. • Water transportation • New York
Binding Letter of Intent
Binding Letter of Intent • June 7th, 2018 • Star Alliance International Corp. • Miscellaneous furniture & fixtures • Nevada

This Binding Letter of Intent (“LOI”) is dated June 4, 2018 and is made by STAR ALLIANCE INTERNATIONAL CORP., a Nevada corporation (“Star”), and Starving Lion, INC, a British Virgin Islands corporation (“Lion”) (any individually, a “Party” or collectively, the “Parties”). This LOI supersedes any prior letters or discussions regarding the proposed transaction. This LOI is intended to create binding legal and contractual obligations of the Parties with respect to matters set forth herein

BINDING LETTER OF INTENT
Binding Letter of Intent • May 22nd, 2012 • Canterbury Resources, Inc. • Metal mining • Nevada

This Binding Letter of Intent (this “LOI”) is entered into by and between CANTERBURY RESOURCES, INC., a Nevada corporation (the “Company”), and CONTROLLED CARBON, LLC DBA ECHO AUTOMOTIVE, an Arizona limited liability company (“Echo”).

Binding Letter of Intent
Binding Letter of Intent • August 10th, 2011 • Eworld Interactive, Inc. • Periodicals: publishing or publishing & printing

This Binding Letter of Intent, (LOI), is made on this July 27, 2011, by and between Green Renewable Energy Solutions, Inc., a company duly organized in the state of TBA, having its principal office at TBA (hereinafter referred to as “GRES”) and E World Interactive, Inc. (hereinafter referred to as “E World”), with its principal offices at 2580 Anthem Village Drive, Henderson, NV 89052 (collectively the "Parties" and each a "Party").

BINDING LETTER OF INTENT
Binding Letter of Intent • May 12th, 2017 • On the Move Systems Corp. • Motor vehicle parts & accessories

The present document is a Binding Letter of Intent (“Binding LOI”) between Robotic Assistance Devices LLC, a Wyoming Limited Liability Corporation having its principle place of business at 31103 Rancho Viejo Road, Suite D2114, San Juan Capistrano, CA 92675 (“RAD”), Steve Reinharz, as sole and managing member of RAD (“SR”), and On the Move Systems Corp., a publicly traded Nevada corporation (“OMVS”) (RAD, SR and OMVS, shall be referred to herein as Parties or Party), whereby OMVS shall purchase all of the equity interest and ownership in RAD under the following terms and conditions:

BINDING LETTER OF INTENT
Binding Letter of Intent • March 13th, 2018 • UA Granite Corp • Cut stone & stone products • Nevada

This Binding Letter of Intent (this "LOI") is entered into by and between UA Granite Corporation, a Nevada corporation (the "Company"), and Vortex Blockchain, LLC, an Iowa limited liability corporation ("Vortex").

BINDING LETTER OF INTENT
Binding Letter of Intent • December 20th, 2019 • Elite Group Inc. • Wholesale-miscellaneous nondurable goods

The present document is a Binding Letter of Intent (“Binding LOI”) between Elite Group Inc. a Nevada corporation having its principle place of business at 4760 Preston Rd, #244-114 Frisco, Texas 75034 (“Pubco), Power Conversion Technology Inc. a Pennsylvania Corporation, whose principal place of business is located at Schreiber Industrial Park Bldg. 1, 90 Halstead Blvd, Zelienpole, PA 16063 (“PCTI”) and Catherine Chis, President of PCTI (“CC”), in her capacity as President and sole shareholder of PCTI and residing in Pennsylvania, (Pubco, PCTI and CC referred to herein as Parties or Party), whereby Pubco shall purchase all of the outstanding shares in PCTI (“Transaction”) under the following terms and conditions:

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