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Binding Letter Of Intent

Letter of Intent

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 This Letter of Intent involves

FREEBUTTON, INC. | A1 Vapors Inc | FREEBUTTON, INC

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Title: BINDING LETTER OF INTENT
Governing Law: Nevada     Date: 5/15/2014
Industry: Misc. Financial Services     Sector: Financial

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Exhibit 10.3

 

BINDING LETTER OF INTENT

 

     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 ”).

 

BACKGROUND AND PURPOSE

 

A.

The Company is a fully reporting publicly traded company with the ticker symbol “FBTN” on the United States over-the-counter (OTCQB) securities market.

 

B.

The Company wishes to acquire A1 through a reverse acquisition and believes A1 to have a valuable product and intellectual property rights related to the electronic vapor cigarette industry. A1 aims at aiding smokers in getting rid of the harmful cigarette habit by providing them with a revolutionary alternative. A1 Vapors is helping the world transform the bothersome smoking scene into one that is generally cleaner, safer, less expensive and more enjoyable for smokers and non smokers alike. In comparison to what is currently on the market, A1 Vapors has surpassed its competition by continuously striving to provide high quality products at the most affordable rate. A1 Vapors offers a variety of options to choose from to appeal to all smokers including a diverse selection of devices and flavors. A1 set out to create a company that would offer high quality electronic cigarettes with many styles to suit all type of smokers.

 

C.

The Company and A1 wish to enter into a voluntary share exchange (the “ Exchange ”) transaction whereby the Company would acquire all of the issued and outstanding units of A1 in exchange for the issuance to the members of A1 of approximately 21,000,000 shares of common stock of the Company.

 

D.

The parties wish to enter into this LOI which states that the closing of the Exchange will occur upon completion of the conditions as set forth herein and in a formal, definitive agreement.

 

AGREEMENT

 

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.           This LOI constitutes a binding agreement with regard to the various matters set forth herein and shall become effective on execution of this LOI.

 

2.           The Company and A1 agree that they will enter into a mutually agreed upon definitive agreement containing substantially the same terms and provisions as set forth in Paragraphs 3-10 of this LOI within thirty (30) days from the date of execution of this LOI (the “ Definitive Agreement ”).

 

3.           Upon the satisfaction of the conditions set forth herein and in the Definitive Agreement, the Company will acquire all of the issued and outstanding units of A1 in exchange for the issuance to the members of A1 of 21,000,000 shares of common stock of the Company. At the Closing, A1 shall become wholly-owned by the Company.

 

1

 

 

4.           The closing of the Exchange (the “ Closing ”) shall occur on or before thirty (30) days from the date on which A1 completes the audit of its financial statements as required to be filed by the Company upon the Closing in accordance with the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and approval by its shareholders of the Definitive Agreement. Immediately prior to the Closing, the Company will have 33,844,000 shares of common stock, on a fully diluted basis, issued and outstanding. At the Closing, after giving effect to the Exchange, the capitalization of the Company will be as set forth on Exhibit A.

 

5.           After the Closing, the Company will be managed by A1’s current management and board of directors. The existing board of directors and officers of the Company will resign effective as of the Closing and be replaced by officers and directors to be designated by A1. For the avoidance of doubt, these board of directors will include Bruce Storrs and Andy Diaz and the officers will include Bruce Storrs and Andy Diaz as well as any other officers and directors designated by A1.

6.           At the Closing, the Company will have no more than approximately $25,000.00 in actual or contingent liabilities outstanding and no undisclosed liabilities, commitments or other obligations of any kind other than the Company’s obligations to A1 pursuant to this LOI.

 

7.           A1 represents that the board of directors of A1 has approved this LOI and the transactions contemplated hereunder.

 

8.           The parties intend for the post-Closing capitalization table of the Company to be substantially as attached hereto as Exhibit A . Any update to Exhibit A between now and the


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