This Letter of Intent involves
Title: LETTER OF INTENT FOR BUSINESS TRANSACTIONS
Industry: Biotechnology and Drugs Sector: Healthcare
LETTER OF INTENT FOR BUSINESS TRANSACTIONS
PERSONAL & CONFIDENTIAL
September 5 2014
(the "Effective Date")
This binding letter of intent (the "Letter of Intent") is made by and between the following entities: (i) Lotus MMJ Consulting LLC, a Colorado limited liability company ("Lotus"), (ii) DC Brands International, Inc., a Colorado corporation ("DC"), (iii) DC Brands Green Investors, LLC, a Colorado limited liability company ("Green"), and together with Lotus, DC, and DC Green, each a "Party" and collectively the "Parties") and sets forth the general terms and conditions of the Parties' agreement to effectuate a merger of their respective entities (the "Proposed Transaction"). This Letter of Intent contains binding provisions of understanding between the Parties.
A. Lotus is a Colorado based limited liability company engaged in the medical marijuana consulting industry in Colorado and is actively expanding its operation to provide medical marijuana consulting services on a nationwide bases and Lotus is currently seeking investment capital in order to effectuate its expansion.
B. DC is a Colorado based corporation that is publicly listed on the Over the Counter Bulletin Board ("OTCBB") market and is fully compliant with all Securities and Exchange Commission ("SEC") reporting requirements.
C. Green is a Colorado based limited liability company currently providing consulting services to the medical marijuana industry and is looking to expand its operations into the State of Colorado.
NOW, THEREFORE, in consideration of the mutual covenants, obligations and agreements set forth in this Agreement and in the Existing Option Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties represent and agree as follows:
1. PROPOSED TRANSACTION.
The Proposed Transaction requires additional documentation and approvals, including the preparation and approval of one or more final agreements (the "Final Agreements") setting forth the terms and conditions of the Proposed Transaction in further detail. Before the Final Agreements are reached, the Parties would like to confirm that they share an understanding of the principal terms and conditions of the Proposed Transaction, and that all Parties are willing to proceed in mutual good faith to work toward Final Agreements and a closing consistent with these terms.
Letter of Intent - Lotus MMJ Consulting LLC
The proposal is as follows:
1(a) Lotus agrees to effectuate a merger with Green and complete the Proposed Transaction. Green will be the surviving operating entity and will operate its business and will be rebranded as the "Lotus Consulting Group." The terms of the merger will be more particularly described in the Final Agreements.
1(b) As partial consideration for Lotus merging with Green and completing the Proposed Transaction, Lotus will receive from DC one thousand (1,000) shares of Series E Convertible Preferred Stock ("Series E Stock") of DC. Each share of Series E Stock shall be convertible into $2,500 of DC Common Stock at any time after thirteen (13) months of issuance to Lotus. As an example, and for the avoidance of doubt, if 13 months and 1 day after issuance of the Series E Stock to Lotus, Lotus chooses to convert 100% of its Series E Stock, the result will be that Lotus will have two million five hundred thousand and NO/100ths Dollars ($2,500,000.00) worth of DC Common Stock.
1(c) As partial consideration for Lotus merging with Green and completing the Proposed Transaction, Green shall provide Lotus with a twenty percent (20%) non- dilutive Class A Membersh