Attached files
SUMMARY OF TERMS FOR THE
ACQUISITION OF ASSETS OF LE FLAV SPIRITS, LLC FROM AMERIGO ENERGY, INC.
THIS MEMORANDUM SUMMARIZES THE PRINCIPAL TERMS OF THE PROPOSED ACQUISITION OF
ASSETS OF LE FLAV SPIRITS, LLC. THIS TERM SHEET IS FOR DISCUSSION PURPOSES
ONLY; THERE IS NO OBLIGATION ON THE PART OF ANY NEGOTIATING PARTY UNTIL A
DEFINITIVE PURCHASE AGREEMENT IS SIGNED BY ALL PARTIES. THIS TERM SHEET IS
SUBJECT TO THE SATISFACTORY COMPLETION OF DUE DILIGENCE. THIS TERM SHEET DOES
NOT CONSTITUTE EITHER AN OFFER TO SELL OR AN OFFER TO PURCHASE SECURITIES.
Assets to be Acquired: Amerigo Energy, Inc.(The Company) to acquire all
assets, trademarks, contracts, formulas, licenses,
existing inventory and rights to the "Le
FLAV{reg-trade-mark}" spirits brands. This is to
include Le FLAV{reg-trade-mark} Brooklyn Iced Tea,
Chateau Le FLAV{reg-trade-mark}, Le
FLAV{reg-trade-mark} Cocktails, Le FLAV{reg-trade-mark}
Cognacs, Le FLAV{reg-trade-mark} Super Premium Vodka
and Flavored Vodkas and all flavors currently in
production and contemplated.
Total consideration: The consideration for the purchased assets shall be in
the form of a promissory note, common shares of stock,
and warrants allowing Le FLAV Spirits, LLC to purchase
additional shares of stock in the future. The
promissory note to bear interest at 8% annualized with
principal payments equal to $1.00 per bottle sold, paid
quarterly. Prepayment of $25,000 principal payment
due 10 days after execution of the letter of intent.
Option of the note holder to defer per bottle payments
in lieu of receipt of shares.
Board position: Le FLAV Spirits, LLC can nominate up to two (2) people
for a Board position on the company. There is
currently only one (1) person on the Board so Le FLAV
Spirits, LLC will have majority of Board seats.
Fundraising: Amerigo Energy, Inc. anticipates filing a form S-1
Registration Statement for the sale of three million
(3,000,000) shares of stock at a price of $3.00 per
share within ninety (90) days (subject to new Board
approval). Proceeds to be used concurrent with the
business plan Amerigo received from Le FLAV Spirits,
LLC.
Anticipated Symbol: Concurrent with the fundraising, the company will make
best efforts to have the name changed to Le FLAV
Spirits, LTD within thirty (30) days and stock symbol
changed to a more suitable name relevant to the spirits
brand. (FLAV if possible)
Listing: The Company will complete best efforts to be listed on
a National Exchange (i.e.Nasdaq) within twelve months;
however, Le FLAV Spirits, LLC acknowledges no
guarantees as it relates to the ability of the company
to achieve the listing requirements or approval for
listing.
Indemnity: Le FLAV Spirits, LLC shall indemnify for any and all
pre-closing Company obligations outside the ordinary
course of business.
Reps and Warranties: Amerigo Energy, Inc. and Le FLAV Spirits, LLC will
provide customary representations and warranties for a
transaction of this type.
Anticipated Date The parties anticipate the closing of the
of Closing: acquisition of the assets will occur on or before 14
days from execution of this letter of intent.
Confidentiality: Le FLAV Spirts, LLC and Amerigo Energy, Inc. shall not
disclose the terms of this summary of terms to any
person or entity (other than officers or directors of
the Company for the sole purpose of obtaining any
required waivers or consents, or other than its
attorney's, agents, employees and consultants). Le
FLAV Spirits, LLC acknowledges the Purchaser is a
publicly traded company and a copy of this letter of
intent and subsequent purchase agreement will be filed
with the Securities and Exchange Commission.
Transaction Fees: The legal fees for the transaction shall be paid for by
the Company on a post-closing basis. Any party who
pays for such fees in advance of closing shall be
reimbursed by the Company post closing.
No Shop Agreement: Le FLAV Spirits, LLC agrees that for a period of 30
days from the date this summary of terms is executed by
Le FLAV Spirits, LLC, neither it nor its agents will
(i) solicit, initiate, encourage or assist the
submission of any proposal, negotiation or offer from
any person or entity other than Le FLAV Spirits, LLC
relating to the sale of any of Le FLAV Spirits, LLC's
assets of the Company or (ii) enter into any agreement
to transfer any of Le FLAV Spirits, LLC's assets of the
Company with anyone other than Amerigo Energy, Inc. Le
FLAV Spirits, LLC shall promptly notify Amerigo Energy,
Inc. in writing of the existence and details of any
inquiry to purchase Le FLAV Spirits, LLC's assets by
any third party during such 30 day period.
Nonbinding Effect: Except for the provisions contained herein entitled
"Confidentiality" and "No Shop Agreement," which are
explicitly agreed by Amerigo Energy, Inc. and Le FLAV
Spirits, LLC to be binding, this summary of terms is
not intended to create any legally binding obligations
on either party unless and until the parties enter into
a definitive purchase agreement.
Accepted and Agreed:
PURCHASERS:
AMERIGO, INC.
BY: /s/ Jason Griffith
---------------------------
TITLE: JASON GRIFFITH, CEO
LE FLAV SPIRITS, LLC:
BY: /s/ Anthony Capomaccio
---------------------------------
NAME: ANTHONY CAPOMACCIO, MANAGE
