Exhibit 10.3


 


BINDING LETTER OF INTENT


 


This Binding
Letter of Intent (this “LOI”) is entered into by and between FREEBUTTON, INC., a Nevada corporation (the “Company”),
and A1 Vapors Inc., a Florida corporation (“A1”).


 


BACKGROUND AND PURPOSE


 


		A.	The Company is a fully reporting publicly traded company with the ticker symbol “FBTN” on the United States over-the-counter
(OTCQB) securities market.



 


		B.	The Company wishes to acquire A1 through a reverse acquisition and believes A1 to have a valuable product and intellectual
property rights related to the electronic vapor cigarette industry. A1 aims at aiding smokers in getting
rid of the harmful cigarette habit by providing them with a revolutionary alternative. A1 Vapors is helping the world transform
the bothersome smoking scene into one that is generally cleaner, safer, less expensive and more enjoyable for smokers and non smokers
alike. In comparison to what is currently on the market, A1 Vapors has surpassed its competition by continuously striving to provide
high quality products at the most affordable rate. A1 Vapors offers a variety of options to choose from to appeal to all smokers
including a diverse selection of devices and flavors. A1 set out to create a company that would offer high quality electronic cigarettes
with many styles to suit all type of smokers. 



 


		C.	The Company and A1 wish to enter into a voluntary share exchange (the “Exchange”) transaction whereby
the Company would acquire all of the issued and outstanding units of A1 in exchange for the issuance to the members of A1 of approximately
21,000,000 shares of common stock of the Company.



 


		D.	The parties wish to enter into this LOI which states that the closing of the Exchange will occur upon completion of the conditions
as set forth herein and in a formal, definitive agreement.



 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
mutual agreements and representations contained herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:


 


1.This LOI constitutes a binding agreement
with regard to the various matters set forth herein and shall become effective on execution of this LOI.


 


2.The Company and A1 agree that they
will enter into a mutually agreed upon definitive agreement containing substantially the same terms and provisions as set forth
in Paragraphs 3-10 of this LOI within thirty (30) days from the date of execution of this LOI (the “Definitive Agreement”).


 


3.Upon the satisfaction of the conditions
set forth herein and in the Definitive Agreement, the Company will acquire all of the issued and outstanding units of A1 in exchange
for the issuance to the members of A1 of 21,000,000 shares of common stock of the Company. At the Closing, A1 shall become wholly-owned
by the Company.


 






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4.The closing of the Exchange (the
“Closing”) shall occur on or before thirty (30) days from the date on which A1 completes the audit of
its financial statements as required to be filed by the Company upon the Closing in accordance with the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and approval by its shareholders of the Definitive Agreement.
Immediately prior to the Closing, the Company will have 33,844,000 shares of common stock, on a fully diluted basis, issued and
outstanding. At the Closing, after giving effect to the Exchange, the capitalization of the Company will be as set forth on Exhibit
A.


 


5.After the Closing, the Company will
be managed by A1’s current management and board of directors. The existing board of directors and officers of the Company
will resign effective as of the Closing and be replaced by officers and directors to be designated by A1. For the avoidance of
doubt, these board of directors will include Bruce Storrs and Andy Diaz and the officers will include Bruce Storrs and Andy Diaz
as well as any other officers and directors designated by A1.






6.At the Closing, the Company will
have no more than approximately $25,000.00 in actual or contingent liabilities outstanding and no undisclosed liabilities, commitments
or other obligations of any kind other than the Company’s obligations to A1 pursuant to this LOI.


 


7.A1 represents that the board of directors
of A1 has approved this LOI and the transactions contemplated hereunder.


 


8.The parties intend for the post-Closing
capitalization table of the Company to be substantially as attached hereto as Exhibit A. Any update to Exhibit A between
now and the execution of the definitive agreement will have no effect on total number of shares (21,000,000) issued by Company
to A1.


 


9.In the Definitive Agreement, A1 will grant to the Company a non-exclusive license (conditioned on Closing) to use the name
“A1 Vapors” or any variation thereof not currently used by A1 and, upon the Closing, the Company may undertake to
change its name to “A1 Vapors, Inc.” or a mutually agreed upon name not used by A1. A1 further agrees to provide consents,
as may be required by the Company to make filings for the use of such name; provided, however, that in no event
shall A be precluded from continuing to use any names currently used by A1. Prior to the Closing, neither the Company nor its
representatives shall make any representations regarding the business or affairs of A1 without the prior written consent of A1.


 


10.The Definitive Agreement shall
contain customary representation and warranties, covenants and indemnification provisions as shall be mutually agreed upon by
A1 and the Company.


 


11.In consideration of the time and effort the Company will incur to pursue this transaction, A1 agrees
that, from the date of execution of this LOI (or, if sooner, until such time as this LOI is terminated) until the Closing, neither
A1 nor any person or entity acting on its behalf will in any way directly or indirectly (i) solicit, initiate, encourage or facilitate
any offer to directly or indirectly purchase A1 or any of its material assets or equity, (ii) enter into any discussions, negotiations
or agreements with any person or entity which provide for such purchase, or (iii) provide to any persons other than its members
or the Company or its representatives any information or data related to such purchase or afford access to the properties, books
or records of A1 to any such persons. If A1, or its representatives receive any inquiry or proposal offering to purchase A1 or
any part of its assets or equity, A1 will promptly notify the Company. No party hereto will make any disclosure or public announcements
of the proposed transactions, the LOI or the terms thereof without the prior consent of the other party, which shall not be unreasonably
withheld, or except, and only to the extent, as required by the applicable rules and regulations of the Securities and Exchange
Commission. The Company agrees to provide to A1 such current information regarding the Company as A1 may reasonably request to
include in any disclosure statement to be provided to A1 members and note holders in connection with soliciting the vote of A1
members and note holders for approval of the Plan of Reorganization and the transactions contemplated thereby.


 






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12.Prior to the Closing, the Company
and its representatives shall maintain the confidentiality of all confidential information that is provided to the Company by A1
or its representatives except to the extent such disclosure is required by law. Each party agrees and acknowledges that such party
and its directors, officers, employees, agents and representatives will disclose business information and information about the
proposed transaction in the course of securing financings for the Company and A1 and that the parties and their representatives
may be required to disclose that information under the continuous disclosure requirements of the Exchange Act; provided,
however, that prior to the Closing, the disclosure of any non-public confidential information of A1 may be made by the Company
only with prior approval of A1 and subject to obtaining an appropriate confidentiality agreement from the proposed recipient of
such information.


 


13.This LOI shall be construed in accordance
with, and governed by, the laws of the State of Nevada, and each party separately and unconditionally subjects to the jurisdiction
of any court of competent authority in the State of Nevada, and the rules and regulations thereof, for all purposes related to
this agreement and/or their respective performance hereunder.


 


14.The parties shall prepare, execute
and file any and all documents necessary to comply with all applicable federal and state securities laws, rules and regulations
in any jurisdiction where they are required to do so.


 


15.If any term or provision hereof shall
be held illegal or invalid, this LOI shall be construed and enforced as if such illegal or invalid term or provision had not been
contained herein.


 


16.This LOI may be executed in counterparts,
by original or facsimile signature, with the same effect as if the signatures to each such counterpart were upon a single instrument;
and each counterpart shall be enforceable against the party actually executing such counterpart. All counterparts shall be deemed
an original copy.


 


17.The delay or failure of a party to
enforce at any time any provision of this LOI shall in no way be considered a waiver of any such provision, or any other provision
of this LOI. No waiver of, delay or failure to enforce any provision of this LOI shall in any way be considered a continuing waiver
or be construed as a subsequent waiver of any such provision, or any other provision of this LOI.


 


18.This LOI may be terminated prior
to entering into the Definitive Agreement (i) by mutual written agreement of the parties, (ii) by either party if the Definitive
Agreement has not been entered into by May 31, 2014 through no fault of terminating party, or (iii) by either party in the event
of a material breach of this LOI by the other party, including failure by the Company to promptly fund the LOI Advance after execution
of this LOI


 


 


 


DATED EFFECTIVE: 4/11/14





	 	 	 	 
	 	FREE BUTTON, INC.	 
	 	 	 	 
	 	By:	/s/ James
    Lynch	 
	 	Name:	James Lynch	 
	 	Title: 	Chief Executive Officer	 
	 	 	 	 
	 	A1 VAPORS, INC.	 
	 	 	 	 
	 	By:	/s/ Bruce Storrs	 
	 	Name:	Bruce Storrs	 
	 	Title:	Co-Owner	 




 



 


 



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Exhibit A


 


Capitalization Table


 





	 	 	Pre Transaction	 	 	% Ownership	 	 	Post Transaction	 	 	% Ownership	 
	Current Shareholders	 	 	33,844,000.00	 	 	 	100.0	%	 	 	12,844,000.00	 	 	 	38.0	%
	Al Shareholders	 	 	–	 	 	 	0.0	%	 	 	21,000,000.00	 	 	 	62.0	%
	Total	 	 	33,844,000.00	 	 	 	100.0	%	 	 	33,844,000.00	 	 	 	100.0	%








 


 


 



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