Exhibit
10.1


 


WEYLAND
TECH INC.


 


August
5, 2020


 


Fixel
AI, Inc.


Etgar
Shpivak, CEO


675
Ponce De Leon Avenue North East Atlanta, GA 30308


 


Re:
Letter of Intent


 


Dear
Etgar:


 


We
are pleased to present this Binding Letter of Intent (the “LOI”) that describes the mutual understanding and
intent of Weyland Tech, Inc. (“Weyland”), a Delaware corporation, or its wholly owned subsidiary (collectively
hereinafter referred to as “Buyer”), to purchase all of the assets of Fixel AI Inc., a Delaware corporation
(the “Seller” or “Company”) in a transaction to be structured as an asset or stock purchase,
provided, that the optimal acquisition structure will be evaluated by Buyer after information regarding the Company's legal structure,
tax position and additional materials have been evaluated during due diligence (the “Acquisition”). The parties
anticipate that the Acquisition would be pursuant to a formal purchase agreement to be entered into between Buyer and Seller,
or its stockholders as applicable (the “Agreement”), which shall include customary representations, warranties,
covenants and other provisions to be negotiated, together with other terms consistent with those set forth below. On the date
that this LOI is executed by all of the parties (the “Effective Date”), the terms hereof shall be binding on
all of the parties, subject to the completion of due diligence by the Buyer.


 


	1.	Purchase
                                         Price. Subject to the terms and conditions hereof, upon the close of the Acquisition
                                         (the “Closing”) Buyer will purchase all of the assets of Seller in
                                         exchange for the following (the “Purchase Price”):
	 	 
	 	Total
                                         consideration of $4,500,000 to be allocated as follows;



 


		(a)	A
                                         promissory note (the “Promissory Note”) payable to Seller in the amount
                                         of $1,575,000, accruing interest at 6% per annum, with the principal and accrued and
                                         unpaid interest thereon being due on the earlier of 18 months from the closing or a financing
                                         event that results in gross proceeds to Buyer of no less than $7,000,000 (the “Event”).



 


		(b)	The
                                         issuance at Closing of a number of shares of common stock of Buyer, equal to $2,925,000
                                         worth of the common stock of Buyer priced on the 20 trading day volume weighted average
                                         price (“VWAP”) immediately prior to the Closing.



 


	2.	Working
                                         Capital. The parties shall mutually agree upon requisite working capital to remain
                                         in the Company as of the closing of the Acquisition, and include appropriate working
                                         capital adjustments to the purchase price based thereon.






 






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	3.	Indemnification.
                                         No external escrow account will be required as part of this acquisition. Instead,
                                         any Buyer indemnification claims may be offset against any payments owed by Buyer to
                                         Seller under the Promissory Note.
	 	 
	 	The
                                         “Basket” shall be set at $50,000. This represents the minimum cumulative
                                         losses that must be suffered by Buyer before Buyer can recover damages under the indemnification
                                         provisions. Seller is responsible for all damages once damages reach the threshold basket
                                         amount (e.g., assuming a $50,000 Basket, if cumulative claims are $45,000 the Seller
                                         pays $0. If the cumulative claims are $55,000 then the Seller pays $55,000).



  


	4.	Non-Competition
                                         Agreement. Concurrent with the execution of a purchase agreement, Mr. Etgar Shpivak,
                                         and certain other key executives to be identified, shall execute and deliver to the Buyer
                                         a comprehensive two (2) year Non-Competition agreement in a form to be provided by Buyer.
                                         The Non-Competition Agreement is intended to protect the goodwill of the business being
                                         acquired and to restrict Mr. Etgar Shpivak and such other executives from pursuing competitive
                                         endeavors in competitive markets to the Company and is not intended to preclude them
                                         from pursuing interests which don’t compete with the business or its future well-being.
                                         A mutually agreed upon portion of the Purchase Price shall be allocated to the Non-Competition
                                         Agreements as of Closing.



 


	5.	Closing
                                         Conditions. The Agreement will provide for certain closing conditions to the acquisition,
                                         including but not limited to:



 


		●	satisfactory
                                         completion of due diligence investigations and legal review of Company;
	 	 	 
		●	corporate
                                         approval by both parties of the acquisition as required;
	 	 	 
		●	the
                                         company being free of debt or other debt instruments;
	 	 	 
		●	satisfactory
                                         review by Buyer of Seller’s financial statements for the years ended December 31,
                                         2018 and 2019; as well as the period ended June 30, 2020, and
	 	 	 
		●	other
                                         customary closing conditions, including, but not limited to, (a) all material consents
                                         and approvals of third parties being obtained for the acquisition of Company, (b) there
                                         not having been filed any litigation or government proceedings seeking to enjoin the
                                         acquisition, (c) no material adverse change to the business or assets of either party
                                         and (d) all necessary government filings having been made.



  


The
Closing of the transaction contemplated hereby is intended to take place within thirty (30) days of signing this LOI. Notwithstanding
the foregoing, the parties hereto acknowledge that the terms herein are intended to create legally binding obligations between
the parties, subject to due diligence review by the Buyer.


 


	6.	Employment
                                         of Key Executives; Equity Compensation:



 


		●	Employment
                                         Agreements. In connection with the closing, Buyer and key executives of Seller shall
                                         enter into a three-year Employment Agreement with Buyer, pursuant to which they shall
                                         serve in their respective operating roles (TBD) of Buyer and its subsidiaries (the “Employment
                                         Agreements”). Prior to the occurrence of the Event, as described previously,
                                         the salaries shall be kept at their current levels. Following the occurrence of the Event,
                                         the compensation for the key executives shall be as set forth in Exhibit A.



 


		●	Equity
                                         Compensation. In connection with the closing, each of Etgar Shpivak and the other
                                         2 founders shall receive a grant of 25,000 options to purchase common stock of the Buyer
                                         at $5.00 per share, which shall have a cashless exercise feature.






 






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	7.	Purchase
                                         Agreement. The Purchase Agreement will incorporate the terms of this binding LOI
                                         and such other terms as are satisfactory in form and content to Buyer and Seller. The
                                         purchase agreement will contain the usual provisions, including representations and warranties
                                         by Seller and its stockholders with respect to the final condition, results of operations
                                         and assets and liabilities of Seller, customary seller’s indemnities, and such
                                         other representations, warranties, covenants, provisions and conditions as either of
                                         the parties and their respective counsel may reasonably require.



 


	8.	Conduct
                                         of Business Prior to Closing. From and after the date this LOI is executed until
                                         the Closing or the earlier termination of the understandings contained herein, Seller
                                         will cause the Company to conduct its business only in the ordinary course without any
                                         approval, commitment or payment of extraordinary bonuses or salary increases; any assumption,
                                         creation or incurrence of any debt, encumbrances, capital leases or other obligations
                                         of an extraordinary nature; any assumption, endorsement or guaranty of a third party
                                         obligation; or any material change in business practices or accounting methods; without
                                         the express written consent of Buyer, which shall not be unreasonably withheld; and will
                                         operate and maintain the assets, properties and business of Seller in substantially the
                                         same manner as operated and maintained on the date hereof.



 


	9.	Information
                                         and Access. Seller agrees to promptly provide to Buyer and its designees full access
                                         to any and all (i) lists and copies of all contracts, leases and other agreements and
                                         obligations of Seller, together with such other information as may be reasonably required
                                         to assist Buyer in making an evaluation of the properties, assets, liabilities, business
                                         and prospects of Seller, (ii) personnel of Seller as may be reasonably required to assist
                                         Buyer in evaluating this transaction, and (iii) properties, books, files and records,
                                         including tax returns filed and those in preparation and audit work papers and other
                                         records of the accountants of Seller and all other financial, technical and operating
                                         data in order that Buyer and its designees may have full opportunity to make such investigation
                                         and evaluation.



 


	10.	Confidentiality.
                                         Buyer will use its best efforts to keep confidential any information furnished to
                                         it by Seller in the course of negotiations, except to the extent any such information
                                         must be disclosed to lenders or other interested parties or may be available to Buyer
                                         from sources generally available to the public. In the event that a purchase agreement
                                         is not entered into for any reason or if the Closing does not take place thereafter,
                                         Buyer will use its best efforts to return to Seller all documents, work papers and other
                                         materials submitted by Seller to Buyer. If Buyer gives any confidential information concerning
                                         Seller to a bank or source of financing, the same shall be transmitted under circumstances
                                         that the receiving party is notified of its confidentiality. Without prior written consent
                                         from the other party, Seller, Buyer and each party's respective representatives (including,
                                         without limitation, officers, directors, employees, partners, members, agents, financial
                                         advisors, consultants, attorneys, accountants or other advisors) will not disclose to
                                         any person (except to the extent otherwise required by applicable law) the terms of this
                                         Letter of Intent, the fact that any discussions or negotiations are taking place between
                                         Seller and Buyer or the existence of this Letter of Intent. The term "person"
                                         as used in this Letter of Intent proposal will be interpreted broadly to include the
                                         media and any corporation, company, group, partnership or other entity or individual.



 


	11.	Governmental
                                         Approvals. As a condition to Closing, Seller shall have received all necessary permits,
                                         licenses, approvals and authorizations by such governmental authorities or third parties
                                         that are necessary prior to Closing.



 






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	12.	Stockholder
                                         Approval. As a condition to Closing, Seller shall have received the approval of this
                                         transaction by all stockholders of record and/or equity holders in a duly noticed and
                                         appropriately authorized stockholders’ meeting of Seller and each if its associated
                                         companies.



 


	13.	Conditions.
                                         It is understood that (i) the execution by Buyer of the purchase agreement is contingent
                                         upon, in addition to the other conditions and contingencies set forth in this letter,
                                         the satisfactory completion of the investigation and evaluation referred to in this letter
                                         and Buyer’s confirming to its sole satisfaction its current understanding with
                                         respect to the business, results of operations, financial condition, assets, liabilities,
                                         management and prospects of Seller, and (ii) conditions to Closing set forth in the purchase
                                         agreement will include: (a) Buyer’s confirming to its sole satisfaction that there
                                         has not been any material adverse change in the business, results of operations, financial
                                         condition, assets, liabilities and prospects of Seller not contemplated by the income
                                         statement, balance sheet and other financial information and projections previously presented
                                         to Buyer by Seller, (b) the establishment of satisfactory financing arrangements for
                                         the transaction, and (c) the obtaining of all consents and approvals, governments, private
                                         or otherwise, or waivers of such consents and approvals, which may be necessary to permit
                                         Buyer and Seller to consummate the transaction contemplated hereby.



 


	14.	Agreement
                                         Not to Negotiate with Others. At any time after signing the LOI, neither Seller nor
                                         any Seller stockholders, nor any of their respective representatives will, directly or
                                         indirectly, solicit, initiate discussions or engage in negotiations with, or distribute
                                         any information regarding Seller to, any person (whether such discussions or negotiations
                                         are initiated by Seller or otherwise) other than Buyer and its representatives, concerning
                                         any possible sale of all or part of Seller (whether by way of public stock offering,
                                         merger, issuance or sale of capital stock or securities, or sale of assets). Seller understands
                                         that such actions would cause material economic harm to Buyer. This provision shall be
                                         effective until the earlier to occur of the Closing or 45 days from the effective date
                                         of this LOI, assuming that the transaction has not been formally canceled in writing
                                         previously by either Party.



 


	15.	Notification
                                         of Certain Matters. Seller and its stockholders will give prompt notice to Buyer
                                         in writing of (i) any actual or reasonably anticipated material change in the business
                                         that does or may have an adverse impact on the business or prospects of the business
                                         or (ii) the occurrence of any event which might reasonably result in the failure of Seller
                                         or its stockholders to meet the terms and conditions outlined in this letter.



 


	16.	Closing
                                         Costs. Except as otherwise provided herein, Seller and their respective stockholders
                                         (“Seller”) hereby agree that all fees, expenses and taxes (including transfer
                                         taxes) incurred by them in connection with this transaction shall be borne by Seller,
                                         and Buyer agrees that all fees and expenses incurred by Buyer in connection with this
                                         transaction shall be borne by Buyer.



 


	17.	Governing
                                         Law and Venue; Relief. This Letter of Intent shall be governed by and construed in
                                         accordance with the laws of the State of California applicable to contracts made and
                                         to be performed in California. Upon any breach of the provisions of this LOI, the parties
                                         agree that money damages would not be a sufficient remedy and Buyer shall be entitled
                                         to equitable relief, including in the form of injunctions and orders for specific performance,
                                         in addition to all other remedies available at law or in equity.



 


	18.	Binding
                                         Effect of This Letter. The provisions contained herein constitute a binding agreement
                                         among the parties, subject to due diligence review by Buyer. Notwithstanding the foregoing,
                                         the parties agree to negotiate in good faith to enter into a purchase agreement to formally
                                         document the binding and enforceable obligations of the parties hereunder.






 


	19.	Counterparts.
                                         This Letter of Intent may be executed in one or more counterparts, each of which
                                         will be deemed to be an original copy of this letter and all of which, when taken together,
                                         will be deemed to constitute one and the same agreement.



  


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Please
indicate your acceptance of the foregoing by signing and returning to the undersigned the enclosed copy of this letter. This offer
will expire at 5:00 p.m. Pacific Time on August 10, 2020, unless earlier accepted. Upon receipt of an executed copy of this letter,
we intend to promptly commence our legal, accounting and other due diligence reviews of the transaction. We look forward to concluding
this acquisition, and continuing to build the outstanding company you founded.


 


	Yours
    truly,	 
	 	 	 
	WEYLAND
    TECH, INC.	 
	 	 	 
	By:	/s/
    Brent Suen	
	 	Brent
    Suen, CEO	 


 


Accepted
this 11th day of August, 2020, by:


 


	FIXEL
AI INC.	 
	 	 	 
	By:	/s/
                                         Etgar Shpivak	 
	 	Etgar
                                         Shpivak, CEO	 






 


 


 


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