Attached files
March 28, 2011
LETTER OF INTENT
Ronald Fricke
Grazy.com, Inc.
2215-B Renaissance Drive
Las Vegas, Nevada 89119
Re: Purchase of Grazy.com, Inc.
Dear Mr. Fricke:
This letter confirms our understanding of the mutual present intentions of
Amerigo Energy, Inc. (AGOE) to purchase Grazy.com, Inc. (Grazy) from you and
your shareholders. Our understanding is that you own and operates the business
known as Grazy.com and the corresponding website www.Grazy.com as well as the
corresponding trademark applications, etc that have been submitted to the US
Patent and Trademark Office.
The parties hereto acknowledge that this letter does not contain all matters
upon which an agreement must be reached in order for the Purchase to be
consummated. Further, among other conditions specified herein or otherwise
agreed to by the parties, the obligations of the parties hereto to consummate
the Purchase are subject to the negotiation and execution of the Purchase
Agreement(s) and other definitive agreements referred to in paragraph 3 below
(the "Definitive Agreements"). Accordingly, this letter is intended solely as a
basis for further discussion and is not intended to be and does not constitute
a legally binding agreement; provided, however, that the provisions set forth
in paragraphs 6, 7, 8, and 9 shall be binding upon the parties hereto and shall
survive the termination hereof.
1. Purchase Transaction.
(a) At the closing (the "Closing") of the Purchase, subject to the
satisfaction of all conditions precedent contained in the Purchase
Agreement(s), AGOE will obtain 100% ownership of Grazy through the exchange of
Grazy stock for AGOE stock with Grazy shareholders.
(b) Immediately after the Closing, AGOE shall privately offer its
securities in a private placement in which it will seek to raise up to Fifty
Thousand Dollars ($50,000) (the "Private Placement"). The terms of the Private
Placement shall be set forth in a Private Placement Memorandum which shall be
part of the Definitive Agreements referred to in paragraph 3 below.
(c) Upon such time as AGOE raises $50,000 in the Private Placement, it
shall terminate the Private Placement and within thirty (30) days thereof, file
with the Securities and Exchange Commission a Registration Statement on Form S-
1 in order to register common stock and other securities pursuant to the terms
set forth in the Private Placement Memorandum and the other Definitive
Agreements. .
(d) The current board of directors of AGOE shall remain in full and
complete control of AGOE. It is contemplated the future management of AGOE
shall potentially include members of management of Grazy as well. The terms
and structure of management will be ironed out in the final agreement.
2. TRANSACTION PRICE. The transaction price shall be as follows:
(a) $9.2 million, which is to be paid by 23,000,000 shares of common
stock of AGOE which will be paid as follows:
i. 13,000,000 shares at closing, and;
ii. 10,000,000 shares based upon mutually agreed upon
milestones to be set in place regarding the website
and business plan.
3. DEFINITIVE AGREEMENT(S). The parties hereto hereby agree to use reasonable
diligence to commence good faith negotiations in order to execute and deliver
definitive agreements relating to the Purchase Transaction set forth in
Paragraph 1. All terms and conditions concerning the Purchase shall be stated
in the Agreements, including without limitation, representations, warranties,
covenants and indemnities that are usual and customary in transactions of this
nature as such may be mutually agreed upon between the parties. In addition,
the closing shall be conditioned upon satisfactory completion of an audit of
Grazy. Subject to the satisfaction of all conditions precedent contained in
the Agreement(s), the Closing will take place no later than May 15, 2011;
4. REPRESENTATIONS AND WARRANTIES. The Purchase Agreement(s) will contain
representations and warranties customary to transactions of this type,
including without limitation, representations and warranties by both parties as
to (a) the accuracy and completeness of its financial statements, (b)
disclosure of all material commitments and liabilities, direct or contingent,
(c) absence of liabilities other than as set forth in the financial statements,
(d) the absence of a material adverse change in the condition (financial or
otherwise), business, properties, assets or prospects of each party, (e)
absence of pending or threatened material litigation, investigations or other
matters affecting the Purchase; and (f) the due incorporation, organization,
valid existence, good standing and capitalization of each party;
5. CONDITIONS TO CONSUMMATION OF THE PURCHASE. The respective obligations of
the parties with respect to the Purchase, shall be subject to satisfaction of
conditions customary to transactions of this type, including without
limitation, (a) receipt and approval by each party of the other's audited
financial statements and unaudited year-to-date financial statements; (b)
execution of the Purchase Agreement(s) by all parties; (c) the obtaining of all
requisite regulatory, administrative, or governmental authorizations and
consents; (d) approval of the Purchase by the shareholders of and Board of
Directors of Grazy, (e) absence of a material adverse change in the condition
(financial or otherwise), business, properties, assets or prospects of the
parties, (f) absence of pending or threatened litigation, investigations or
other matters affecting the parties or the Purchase, (g) satisfactory
completion by the partiers of a due diligence investigation of the other party;
and (h) confirmation that the representations and warranties of each party are
true and accurate in all respect.
6. ACCESS. Each party will give the other party and its representative's full
access to any personnel and all properties, documents, contracts, books,
records and operations of the other party relating to its business. Each party
will furnish the other party with copies of documents and with such other
information as reasonably requested.
7. EXPENSES. Grazy shall pay its expenses incident to this letter, inclusive
of the audit costs. AGOE and/or any entity which provides expense funds on
behalf of AGOE, shall pay for all their expenses paid incident to this letter,
the Purchase Agreement(s) and consummation of the transactions contemplated
hereby in accordance with paragraph 2 hereof, including expenses associated
with the private placement and S-1 registration statement. The parties each
represent and warrant that there are no brokerage or finder's fees which are or
will be payable in connection with the Merge.
8. CONFIDENTIALITY. Each of the parties hereto agrees that it will not use, or
permit the use of, any of the information relating to the parties respectively
furnished to each other in connection with this letter, or the Purchase
("Confidential Information"), except publicly available or freely usable
material as otherwise obtained from another source, in a manner or for a
purpose detrimental to either party or otherwise than in connection with this
letter, the Agreement(s) and the transactions contemplated hereby and thereby.
None of the parties hereto will, and each party will cause its directors,
officers, employees, agents and representatives not to, disclose, divulge,
provide or make accessible any of the Confidential Information to any person or
entity, other than their responsible officers, employees, advisors or attorneys
or otherwise as required by law or regulation.
9. TERMINATION. Termination of negotiations by the either party prior to the
execution and delivery of the Purchase Agreement(s) shall be without liability
and no party hereto shall be entitled to any form of relief whatsoever,
including, without limitation, injunctive relief or damages.
10. SECURITIES LAWS DISCLOSURE. AGOE shall, within four (4) Business Days
after the Closing, file a Current Report on Form 8-K with the SEC which shall
summarize the transactions consummated pursuant to the Purchase.
11. MISCELLANEOUS. This Letter shall be governed by the laws of the State of
Nevada without regard to conflict of law principles. The exclusive jurisdiction
for any dispute between the parties shall be the judicial tribunals in Clark
County, Nevada. This Letter constitutes the entire understanding and agreement
between the parties hereto with respect to its subject matter and supersedes
all prior or contemporaneous agreements, representations, warranties and
understandings of such parties (whether oral or written) with respect to
matters contemplated hereby. No promise, inducement, representation or
agreement, other than as expressly set forth herein, has been made to or by the
parties hereto. This letter may be amended only by written agreement, signed by
the parties to be bound by the amendment.
If this letter accurately sets forth your understanding of the proposed
transaction, please sign and return a copy to me on or before 5:00 p.m., March
31, 2011.
Very truly yours,
/s/ Jason F. Griffith
Jason F. Griffith,
President
AGREED TO AND APPROVED BY:
Grazy.com, Inc.
/s/ Ronald Fricke
________________________________
By: Ronald Fricke
Date: 3/28/11
2580 ANTHEM VILLAGE DRIVE
HENDERSON, NV 89052
PH: 702.399.9777 FAX: 702.588.5979
