Exhibit
10.1


 







LETTER
OF INTENT FOR BUSINESS TRANSACTIONS


 


PERSONAL &
CONFIDENTIAL


 


September 5
2014


(the
"Effective Date")


 


This binding letter
of intent (the "Letter of Intent") is made by and between thefollowing entities: (i) Lotus MMJ Consulting
LLC, a Colorado limited liability company("Lotus"), (ii) DC Brands International, Inc., a Colorado corporation
("DC"), (iii) DCBrands Green Investors, LLC, a Colorado limited liability company ("Green"), andtogether
with Lotus, DC, and DC Green, each a "Party" and collectively the "Parties")and sets forth the general
terms and conditions of the Parties' agreement to effectuate amerger of their respective entities (the "Proposed
Transaction"). This Letter of Intentcontains binding provisions of understanding between the Parties.


 


RECITALS


 


A.    Lotus is
a Colorado based limited liability company engaged in the medicalmarijuana consulting industry in Colorado and is actively
expanding its operation toprovide medical marijuana consulting services on a nationwide bases and Lotus iscurrently seeking
investment capital in order to effectuate its expansion.


 


B.    DC is a Colorado
based corporation that is publicly listed on the Over the CounterBulletin Board ("OTCBB") market and is fully
compliant with all Securities andExchange Commission ("SEC") reporting requirements.


 


C.    Green is
a Colorado based limited liability company currently providing consulting services to the medical marijuana industry and is looking
to expand itsoperations into the State of Colorado.


 


NOW,
THEREFORE, in consideration of the mutual covenants, obligations and agreements set forth in this Agreement and in the
Existing Option Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties represent and agree as follows:


 


1.   PROPOSED
TRANSACTION.


 


The Proposed Transaction requires additional
documentation and approvals, including the preparation and approval of one or more final agreements (the "Final Agreements")
setting forth the terms and conditions of the Proposed Transaction in further detail. Before the Final Agreements are reached,
the Parties would like to confirm that they share an understanding of the principal terms and conditions of the Proposed Transaction,
and that all Parties are willing to proceed in mutual good faith to work toward Final Agreements and a closing consistent
with these terms.


 


Letter of Intent - Lotus MMJ Consulting
LLC


 



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The proposal is as follows:


 


1(a)     Lotus
agrees to effectuate a merger with Green and complete the Proposed Transaction. Green will be the surviving operating entity and
will operate its business and will be rebranded as the "Lotus Consulting Group." The terms of the merger will
be more particularly described in the Final Agreements.


 


1(b)     As
partial consideration for Lotus merging with Green and completing the Proposed Transaction, Lotus will receive from DC one thousand
(1,000) shares of Series E Convertible Preferred Stock ("Series E Stock") of DC. Each share of Series E Stock
shall be convertible into $2,500 of DC Common Stock at any time after thirteen (13) months of issuance to Lotus. As an example,
and for the avoidance of doubt, if 13 months and 1 day after issuance of the Series E Stock to Lotus, Lotus chooses to convert
100% of its Series E Stock, the result will be that Lotus will have two million five hundred
thousand and NO/100ths Dollars ($2,500,000.00) worth of DC Common Stock.


 


1(c)     As
partial consideration for Lotus merging with Green and completing the Proposed Transaction, Green shall provide Lotus with a twenty
percent (20%) non-dilutive Class A Membership Interest in Green. 1(d) As partial consideration
for Lotus merging with Green and completing the Proposed Transaction, DC, shall commit to provide working capital to Green in
the form of a revolving promissory note in the amount of two hundred thousand and NO/100ths Dollars ($200,000.00), with the first
draw of fifty thousand and NO/100ths Dollars ($50,000.00) to be made on the date that is
five (5) business days after the Closing Date.


 


1(e)     The
post-merger management structure of Green shall be more particularly described in Green's First Amended and Restated Operating
Agreement and will be as follows:


 


	 	(i)	Erik Santus shall act as Green's President and Chief Executive 
 Officer.


	 	 	 
	 	(ii	Bob Armstrong shall
act as Green's Chief Financial Officer.
	 	 	 
	 	(iii)	Green shall have a five (5) member Advisory Committee consisting of the following individuals: (1) Erik
Santus, (2) Hung Nguyen, (3) Bob Armstrong, (4) Dave Coppfer, and (5) Ernest Martin.



 


1(f)     Erik
Santus and Bob Armstrong will be paid an annual salary for managing Green, the amount of which shall be determined by the Advisory
Committee at a later date.


 


1(g)     As of the Effective Date,
all revenues earne and expenses derived by Lotus shall flow through Green, all in accordance with Green's First Amended and Restated
Operating Agreement..


 


Letter
of Intent - Lotus MMJ Consulting LLC


 



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1(h)     Erik
Santus and Hung Nguyen also own and operate Lotus Medical, LLC ("Lotus Medical"), a Colorado limited
liability company that serves as a medical marijuana dispensary center in the State of Colorado. As partial consideration
for completing the Proposed Transaction, Lotus Medical agrees to engage the services ofGreen to provide Lotus Medical with
accounting, payroll, cash flow management, and financial reporting, all as more particularly described in the Final Agreements.
Lotus Medical is NOT part of the merger or Proposed Transaction and is only engaging Green for those services
provided under this Section 1(i). Lotus Medical is not a Party under this Letter of Intent.


 


1(i)     Within
1 day following the Effective Date, the Parties agree to draft and supply a press release announcing the merger
and Proposed Transaction between the Parties. The press release will includes such information as (but not be limited
to): (1) the newly formed structure of the medical marijuana consulting entity, (2) new management structure
and branding initiative, (3) overview of current consulting agreements, and (4) company overview and financial projections
for the next three (3) years of operation.


 


(j)Within 30 days following
the Effective Date, the parties agree to use their best efforts to complete a new website that encompasses the Proposed
Transaction and is geared towards new investors and highlights material details of the newly merged company and its
operations.


 


2. TIMING.





The Parties shall execute
the Final Agreements and close the Proposed Transaction on or before October 1, 2014 (the "Closing Date").


 


3.FINAL AGREEMENTS.





The Final Agreements will
include customary covenants, conditions, representations, and warranties, which will be made as of the Closing Date.
The Parties recognize that this is a binding Letter of Intent, however, there may be additional elements for negotiation
and  inclusion.


 


4.ACCESS TO INFORMATION.


 


While this Letter of Intent remains
in effect, each Party and its advisors shall have reasonable access to the other Party's books, records, and personnel
files, and shall receive such financial and operational data and other information as that Party shall reasonably
request. Any information so received shall be kept confidential by the receiving Party and shall be used only for the
purpose of consummating the Proposed Transaction. On termination or expiration of this Letter of Intent, each Party shall
return [promptly]
any and all printed information received from the other Party in connection with the
Proposed Transaction.


 


Letter of Intent - Lotus MMJ Consulting LLC












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	AGREED
                                         AND ACCEPTED:



	 	 
	 	 	 
	DC BRANDS INTERNATIONAL, INC. 	 	LOTUS MMJ CONSULTING, LLC
	 	 	 
	/s/Robert H. Armstrong	 	/s/ Erik Santu Managing
	Robert H. Armstrong	 	Erik Santu Managing
	CEO
& CFO	 	Managing Member
	 	 	 
	DC
                                         BRANDS GREEN INVESTORS, LLC.	 	LOTUS MMJ CONSULTING, LLC
	 	 	 
	/s/ Robert H. Armstrong		/s/ Hung Nguyen
	Robert H. Armstrong	 	Hung Nguyen
	CEO
& CFO	 	Managing Member



 


Letter
of Intent - Lotus MMJ Consulting LLC




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