Exhibit 10.1


 


Smack Sportswear Inc.


 


November
5, 2015


 


Almost
Never Films


 


	 	Re:	Transaction with Smack Sportswear




 


Gentlemen:


 


This
Letter of Intent (this "Agreement") shall set forth our mutual agreement regarding a transaction whereby the two shareholders
of Almost Never Films Inc., an Indiana company ("Almost Never") shall be issued 100,000,000 shares of Smack Sportswear
Inc., a Nevada company (the "Company") in consideration for the acquisition by the Company of 100% of the issued and
outstanding stock of Almost Never.


 


As
a result of the transaction, Almost Never shall become a wholly-owned subsidiary of the Company and the board of directors of
the Company shall consist of persons appointed by Almost Never.


 


The
closing of the contemplated purchase is subject to the following terms:


 


	 	(i)	Each
    party performing its full due diligence over the other and being fully satisfied in its sole and absolute discretion with
    such investigation;


 


	 	(ii)	Execution
    and delivery of documentation appropriate for the transaction in form and substance mutually acceptable to both parties, including without limitation, representations and warranties
    regarding the outstanding liabilities of Smack Sportswear, which shall not exceed more than $50,000 in the aggregate;


 


	 	(iii)	The
    shareholders of Almost Never being satisfied with the indemnification of them by the Company; and


 


	 	(iv)	The
    filing of a Current Report on Form 8-K and a Schedule 14f-1, in accordance with the rules and regulations of the Securities and Exchange Commission, with respect to the transactions contemplated
    by the definitive agreement and the resignation of the current officers and directors of the Company.


 


Subject to the forgoing, it is the
intent of the parties that a definitive purchase and sale agreement with respect to the transactions contemplated in this
Agreement shall be executed and delivered no later
than November 30, 2015 and the parties shall use their best efforts to achieve same.




 






     


     


    

 


Each
party shall enable the officers, independent certified public accountants, counsel, bankers and other representatives of the other
access to its properties, books, records, personnel, business and other commercial relationships, and will fully cooperate in
order that such party may have full opportunity to make such investigation as it reasonably desires to make of the other.


 


Each
party shall cooperate fully with the other in furnishing any necessary information required in connection with the preparation,
distribution and filing with the Securities and Exchange Commission and any other government or regulatory agencies or stock exchanges.


 


In
consideration of the above, the Company shall not, nor will it permit any of its officers, directors, employees, stockholders,
agents, representatives (including, without limitation, brokers and financial advisors) or any other person acting on behalf of
the Company, to, directly or indirectly, solicit, negotiate and/or accept any offer to acquire any of its securities until the
execution and delivery of definitive agreements with respect to the contemplated transaction.


 


Until
the closing of the contemplated transaction, or termination of the transaction in accordance with the definitive agreement, the
Company shall use its best efforts to preserve and maintain its business and shall conduct its business only in the normal and
ordinary course, other than reducing its liabilities and obligations. The Company shall not, among other things, do any of the
following: (i) enter into any transaction or (ii) enter into, assume or become bound or obligated by any agreement, contract or
commitment or extend or modify the terms of any presently existing agreement which (a) involves the payment of greater than $500
per annum or that extends for more than one year and for such agreements in the aggregate such payment shall not exceed $1,000,
(b) increases the compensation of any officer, director or employee of the Company, (c) involves any payment or obligation to
any third party other than those currently due and payable or to maintain its status as a public company, or (d) establishes any
new, or modify any existing, employee benefit, compensation or stock plan; or (iv) declares or pays any dividends or make any
distribution to its shareholders or pay any bonuses or make any payments to its officers, directors or employees; or (v) grants
any share options or issue any shares or any other securities; or (vi) hires any employees or consultants.


 


Each
party shall bear its own expenses and costs related to the transaction, including, without limitation, attorneys' fees and disbursements.


 


Except
as required by applicable law, neither party shall disclose nor permit its officers, representatives, agents or employees to discuss
the existence or terms of this Agreement to any third party without the prior written consent of the other.


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made
and to be performed therein without giving effect to conflict of law principles.


 






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This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No
assignment of this Agreement or any right or obligation hereunder made be made by the parties and any such attempted assignment
shall be void.


 


This
Agreement may be executed in counterparts and by facsimile or other electronic means, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


If
the foregoing accurately sets forth our agreement, please execute where indicated below and return a fully executed copy of this
Agreement to our attention, whereupon this Agreement shall become a valid and binding agreement between us in accordance with
the terms hereof.


 


	 	SMACK
    SPORTSWEAR, INC.
	 	 	 
	 	By:	/s/
    Doug Samuelson
	 	Name:	Doug Samuelson
	 	Title:  	Chief Executive
    Officer


 


AGREED
AND ACCEPTED:


 


ALMOST
NEVER FILMS


 





	By:	/s/ Danny Chan	 
	Name:	Danny Chan	 
	Title:  	Chief Executive Officer	 




 


 


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