Exhibit
10.1


 





10/22/2014


 


Green
Tree Syndicate, Inc.


Bashar Ballo,
President


1430 Hill
Street


El Cajon,
CA 92020





	RE:	CONFIDENTIAL
    LETTER OF INTENT




 


Dear Mr.
Ballo:


 


The
purpose of this Letter of Intent (“Letter”) is to set forth certain non-binding understandings and certain binding
commitments between Icon Vapor, Inc. (“Acquirer”) and the owner(s) of Green Tree Syndicate, Inc., a
California company (“Target”), with respect to a proposed transaction in which Acquirer, or its successor, will purchase
100% of the assets of the Target. For purposes of this Letter, Target and Acquirer are sometimes collectively referred to as “parties”
and individually as a “party.”


 


The
terms of the acquisition will be more particularly set forth in a purchase agreement and one or more definitive agreements (collectively
“Definitive Agreements”) to be mutually agreed upon by the parties. This Letter outlines the proposed transaction
based on each party’s present understanding of the current condition of the assets and business operations of Target. As
such, this Letter is not binding on either party inasmuch as both parties agree to bargain in good faith on the aforementioned
purchase agreement and “Definitive Agreements.”


 


The
following numbered paragraphs 1-3 of Part One constitute a general outline of the proposed transaction, the purchase price, key
ancillary agreements and important conditions. The provisions shall be included in the Definitive Agreements, but in all instances
shall be subject to and contingent upon the parties reaching agreement on the Definitive Agreements and the terms and conditions
set forth in the Definitive Agreements. The parties’ expressly state their intention that this Letter as a whole, and paragraphs
1-3 of Part One in particular, do not and shall not constitute a legal and binding obligation, contract or agreement between any
of the parties, are not intended to be an extensive summary of all of the terms and conditions of the proposed acquisition or
the Definitive Agreements, and are subject to the approval of Acquirer’s primary lender. The parties do, however, expressly
intend that paragraphs 4–9 of Part Two of this Letter, upon acceptance by the shareholders of Target, Target and Acquirer,
shall constitute the parties’ agreements with respect to the procedures for negotiation and preparation of the Definitive
Agreements.


 


Part
One: Nonbinding Statement of Understanding


 


1.
           Acquisition.  Subject to: (i) the satisfactory results of a due
diligence inspection by Acquirer and Target (as provided in paragraph 5, hereof) and the making of any agreed upon adjustments
to the acquisition price reflecting the assets, liabilities (both known and contingent), finances and business operations of Acquirer
or Target; (ii) the ability of Acquirer to secure adequate equity or debt financing to acquire the assets for the purchase price
(as defined below) and adequately capitalize the business to operate Target’s business; and, (iii) also subject to the conditions,
agreements and undertakings referred to below in this Letter, Acquirer will purchase all of the common stock of Target.


 


Acquirer
will purchase all of the issued and outstanding capital stock of the Target for an aggregate purchase price of Two Million ($2,000,000)
dollars, payable in cash and 33,000,000 shares of stock as set forth herein and subject to the terms and conditions which shall
be set forth in the Definitive Agreements. The Purchase Price will be paid per the following schedule and on terms that will be
fully set forth in the Definitive Agreement: (i) 50% of all proceeds raised, up to $2,000,000.00, from financing efforts will
be paid to Target. Both parties agree to modify the payment schedule if there is insufficient cash flow to reasonably operate
the company.


 






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2.
           Definitive Agreements. The parties will negotiate the terms and
prepare the Definitive Agreements that will govern the Acquirer’s proposed purchase. To the extent appropriate for transactions
of this type and size, the Definitive Agreements will contain customary representations, warranties, covenants, indemnities and
other agreements of the parties, including but not limited to: (i) representations and warranties related to each party’s
power and authority to enter into the Definitive Agreements and perform its obligations thereunder; (ii) ownership and title to
the assets of Target (and that such interest will be conveyed free and clear of all encumbrances); and, (iii) various representations
and warranties concerning Target and Acquirer such as due organization, good standing, the absence of violation of other agreements
and laws, the accuracy of financial information being relied upon, and other matters customary for transactions of this sort.


 


The
Definitive Agreements are expected to include, without limitation: (i) a purchase and sale agreement to govern Acquirer’s
acquisition of the assets; and (ii) any other agreements necessary or desirable in connection with any of the foregoing arrangements
or any transaction contemplated herein.


 


3.
           Conditions Precedent to the Closing of Proposed Acquisition. The
Definitive Agreements shall include customary conditions precedent generally applicable to an acquisition of the nature and size
of the transactions contemplated by this Letter, each of which must be satisfied prior to the consummation of the transactions
contemplated thereby. In general, the closing of the proposed acquisition and the obligations of each party under the Definitive
Agreements will be subject to the satisfaction of the conditions precedent, which shall include but not be limited to:


 


1.          Satisfactory
Results of Due Diligence. The satisfactory completion of
due diligence investigation and acquisition audit by Acquirer (as provided in paragraph 4) showing that the assets of Target and
any actual or contingent liabilities against those assets, and the prospective business operations by Acquirer of Target’s
business are substantially the same as currently understood by Acquirer as of the date of this Letter (determined without regard
to any documents which Target or any party may have previously delivered to Acquirer).


 


2.          Compliance.
Satisfactory determination that the acquisition and prospective business operations by Acquirer of Target’s business
will comply with all applicable laws and regulations, including antitrust and competition laws.


 


3.          Consents
and Approvals. The approval and consent of the Definitive Agreements by the respective Boards of Target and Acquirer
and the receipt of the consents and approvals from all governmental entities, if any.


 


4.          Absence
of Material Litigation or Adverse Change. There must be no pending
or threatened material claims or litigation involving Target, and no material adverse change in the business prospects of Acquirer
operating Target’s business.


 


5.          Successful
Financing. Acquirer must secure the debt and equity financing necessary
to acquire the assets of Target and to adequately capitalize Target.


 


Part
Two: Agreements of the Parties Regarding the Procedures for Negotiation and Preparation of the Definitive Agreements.


 


In
consideration of the costs to be borne by each party in pursuing the acquisition and sale contemplated by this Letter and in consideration
of the mutual undertakings by the parties as to the matters described in this Letter, upon execution of counterparts of this Letter
by each party, the following paragraphs 4-10 will constitute legally binding and enforceable agreements of the parties regarding
the procedures for the negotiation and preparation of the Definitive Agreements.


 






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4.
           Due Diligence. From the date of acceptance by the parties of the
terms of this Letter, until the negotiations are terminated as provided in paragraph 8 of this Letter, Target will give Acquirer
and Acquirer’s management personnel, legal counsel, accountants, and technical and financial advisors, full access and opportunity
to inspect, investigate and audit the books, records, contracts, and other documents of Target as it relates to Target’s
business and all of Target’s assets and liabilities (actual or contingent), including, without limitation, inspecting Target’s
property and conducting additional environmental inspections of property and reviewing financial records, contracts, operating
plans, and other business records, for the purposes of evaluating issues related to the operation of Target’s business.
Target further agrees to provide Acquirer with such additional information as may be reasonably requested pertaining to Target’s
business and assets to the extent reasonably necessary to complete the Definitive Agreements.


 


5.
           Confidentiality. If this proposal is terminated as provided in
paragraph 8, each party upon request will promptly return to the other party all documents, contracts, records, or other information
received by the other party, hereinafter to be referred to as “Confidential Information.”


 


The
term Confidential Information as used above shall mean (a) any and all information received by one party hereto (the “Recipient
Party”) from the other party hereto (the “Disclosing Party”) regarding the Collaboration, and (b) any and all
information gathered by either in the course of discussing and/or implementing the Collaboration, whether written or oral, and
if written, however produced, that would logically be considered confidential and the subject matter of this Agreement, and which
information shall include, without limitation, (i) all ideas, concepts, strategies, corporate and financing structures, data,
summaries, reports, drawings, charts, specifications, forms, materials, term sheets, agreements and contracts (including this
Agreement) relating in any way to the Collaboration, and (ii) all information of any nature concerning either party’s financial
contacts and resources, distribution contacts and resources, technical information and know-how, business dealings and negotiations
with third parties, potential mergers and acquisitions, shareholders, members, clients, employees, consultants and affiliates.


 


Each
Party agrees to keep all Confidential Information provided to it confidential and to promptly return the same to each other upon
termination of this Letter. The provisions of this paragraph shall survive for one (1) year after termination of the agreement.


 


6.
           Public Disclosure. No party will make any public disclosure or
issue any press releases pertaining to the existence of this Letter or to the proposed acquisition and sale between the parties
without having first obtained the consent of the other parties, except for communications with employees, customers, suppliers,
governmental agencies, and other groups as may be legally required or necessary or appropriate (i.e., any securities filings or
notices), and which are not inconsistent with the prompt consummation of the transactions contemplated in this Letter. The provisions
of this paragraph shall survive after termination of the agreement.


 


7.
           Disclaimer of Liabilities. Except for breach of any confidentiality
provisions hereof, no party to this Letter shall have any liability to any other party for any liabilities, losses, damages (whether
special, incidental or consequential), costs, or expenses incurred by the party in the event the negotiations among the parties
are terminated as provided in paragraph 8. Except to the extent otherwise provided in any Definitive Agreement entered into by
the parties, each party shall be solely responsible for its own expenses, legal fees and consulting fees related to the negotiations
described in this Letter, whether or not any of the transactions contemplated in this Letter are consummated.


 


8.
           Termination. Except for the provisions set forth in paragraphs
5-6, each party hereby reaffirms its intention that this Letter as a whole, and paragraphs 1-3 in particular, are not intended
to constitute, and shall not constitute, a legal and binding obligation, contract or agreement between any of the parties, and
are not intended to be relied upon by any party as constituting such. Accordingly, the parties agree that any party to this Letter
may unilaterally withdraw from negotiation or dealing at any time for any or no reason at the withdrawing party’s sole discretion
by notifying the other party of the withdrawal in writing.


 


9.
           No Shop. Target shall not solicit or entertain indications of
interest from, or enter into negotiations with other potential purchasers for 45 days after the date of execution of this agreement.


 






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This
Agreement has been executed and delivered by the undersigned parties as of 22th of October 2014.


 





	ICON
    VAPOR, INC. 	 
	 	 
	 	 
	By:
    Dan Balsiger, Chairman & CEO	 
	Its:
    Chief Executive Officer	 


 







	GREEN
    TREE SYNDICATE, INC.	 
	 	 
	 	 
	By:
    Bashar Ballo	 
	Its:
    Chief Executive Officer	 


 


 


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