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Letter Of Intent To Acquire Interlok Key Management, Llc

Letter of Intent

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 This Letter of Intent involves

BUTTE HIGHLANDS MINING COMPANY, INC. | Butte Highlands Mining Company, Inc | InterLock Key Management, LLC | INTERLOK KEY MANAGEMENT, LLC

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Title: LETTER OF INTENT TO ACQUIRE INTERLOK KEY MANAGEMENT, LLC
Date: 8/22/2016
Industry: Misc. Financial Services     Sector: Financial

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Exhibit 10.1

 

LETTER OF INTENT TO ACQUIRE

INTERLOK KEY MANAGEMENT, LLC

This letter of intent confirms the terms upon which Butte Highlands Mining Company, Inc. (“Butte Highlands”), proposes to acquire one hundred percent (100%) of the equity interest of InterLock Key Management, LLC.(“INTERLOK” or the “Company”) (the “Transaction”).  The purpose of this letter of intent is to set forth basic terms and conditions of the Transaction, not to cover all of the issues related to the Transaction.  Completion of Butte Highlands’ acquisition of one hundred percent (100%) of INTERLOK is subject to Butte Highlands completing due diligence of INTERLOK, satisfaction of conditions set out below and the parties entering into a formal binding agreement.

Except for those provisions of this letter of intent dealing with non-disclosure, confidentiality of information and exclusive negotiating rights, the provisions of this letter of intent shall not be read as creating any binding obligations on Butte Highlands or INTERLOK.

1.

Representations of  INTERLOK ,

 

INTERLOK hereby represents to Butte Highlands as follows:

(a)

INTERLOK is a company formed under the laws of Texas and is in good standing under the laws of its jurisdiction of incorporation;

(b)

INTERLOK’s authorized membership interests (“Interests”) are held by one member.

(c)

The Managing Member of INTERLOK holds 100% of the Interests .

(d)

All Interests of INTERLOK, issued and outstanding, have been duly and properly issued in compliance with all applicable corporate and other laws, including blue sky and federal securities laws;

(e)

INTERLOK’S audited financial statements for the years ended December 31, 2015, and 2014, and unaudited interim financial statements for the three months ended March 31, 2016, to be delivered to Butte Highlands, shall present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of INTERLOK as at the date thereof.  There will have been no material change in the assets and liabilities from the date of the financial statements;

(f)

INTERLOK is engaged in the business of developing and licensing its patented key based encryption methods (the “Business”).  There are no proceedings pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its officers, managers, employees, agents or members in their capacity as such or any of the property or Business of the Company; and the Company is not aware of any facts or circumstances which may give rise to any of the foregoing.

 

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2.

Representations of Butte Highlands Mining Company, Inc.,

   Butte Highlands represents as follows:

(a)

Butte Highlands is a company incorporated under the laws of Delaware and is in good standing under the laws of its jurisdiction of incorporation;

(b)

Butte Highlands is a reporting company under the United States Securities Exchange Act of 1934 (the “Act”) and is in good standing with respect to its filings under the Act;

(c)

Butte Highlands’ authorized capital consists of

(i) 20,000,000 shares of Preferred stock, $0.001 par value, of which no shares are issued and outstanding;

 (ii) 500,000,000 shares of Class A common stock, with a par value of $0.001 per share, of which 1,443,017 shares of Class A common stock are issued and outstanding; and,

(iii) 1,707,093 shares of Class B common stock, with a par value of $0.01 per share, of which 1,538,872 shares of Class B common stock are issued and outstanding.

(d)

The shares of Class A common stock of Butte Highlands are quoted on the OTC Bulletin Board; and

(e)

There has been no material change in the affairs of Butte Highlands since its most recent filings in Form 10-K and Form 10-Q under the Act, except as may be disclosed in any Form 8- K filed under the Act.

3.

Purchase of One Hundred Percent (100%) of InterLock.   It is intended that Butte Highlands will acquire one hundred percent (100%) of the Interests of INTERLOK (the “Acquisition”).  The consideration for the Acquisition shall be the issuance by Butte Highlands to the INTERLOK members, including the shares issued to brokers and finders in connection with the Transaction, such number of shares of Butte Highlands as shall be equal to ninety-five percent (95%) of the outstanding shares of Butte Highlands at closing.  The shares to be issued to the Shareholders shall be free of restrictions other than those imposed by securities laws.

4.

Directors.   At Closing, the directors of Butte Highlands will serially resign and will be replaced by persons nominated by the management of INTERLOK.

5.

Conditions.   The obligations of the parties to complete the Acquisition shall be subject to the following conditions:

 

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(a)

All the representations of the parties shall be true and accurate at closing as if they were made immediately prior to closing;

(b)

At least two (2) days prior to Closing, the legal counsel for INTERLOCK shall prepare the Form 8-K announcing the Closing, which shall include all information required by such form, including the information required by Form 10 with respect to the parties, any other information required in connection with Butte Highland ceasing to be a shell company as a result of this Transaction, the Company’s Financial Statements and the Pro Forma Financial Statements, which shall be in a form reasonably acceptable to Butte Highlands and in a format acceptable for EDGAR filing;

(c)

The Managing Member shall have provided to Butte Highlands such information as is necessary to satisfy Butte Highlands and i


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