on the reverse split of XDSL
10.1 2 f8k122817ex10-1_mphasetech.htm LETTER OF INTENT
Exhibit 10.1
mPhase Technologies, Inc.
688 New Dorp Lane,
Staten Island, New York 10306-4933
December 22, 2017
Scepter Commodities, LLC
9841 Washingtonian Blvd., Suite 390
Gaithersburg, MD 20878
Attention: Anshu Bhatnagar
Re: Letter of Intent (“LOI”)
Dear Anshu:
The purpose of this letter is to set forth certain understandings and agreements among Scepter Commodities, LLC (the “Private Company”), Certain Shareholders of mPhase Technologies, Inc. (Management of the Company “Management ”) and mPhase Technologies, Inc. (“Public Company”) (both Public Company and Management described together as “Sellers”) and with any party individually referred to as a “Party” or collectively the “Parties”), with respect to the potential acquisition by Private Company of a majority interest in Public Company (the “Transaction”). The Parties acknowledge that all provisions of this LOI are non-binding. No contract or agreement providing for a Transaction shall be deemed to exist unless and until a definitive agreement has been negotiated and executed between the Parties hereto.
The proposed terms of the Transaction are as follows:
Definitive Agreement. The Parties will use their best efforts to negotiate in good faith the Definitive Agreement, which will contain, among other standard terms and conditions, the following provisions:
a.
Prior to the closing of the Transaction, the Public Company’s Board of Directors and the Management will approve a reverse split, the ratio of which is to be determined by the Private Company and Management.
b.
At the closing, Private Company shall receive 80% of the fully diluted Common Shares of the Public Company.
c.
Public Company shall eliminate all liabilities except for up to $350,0000.00 discussed above from its balance sheet and have no ongoing operations as of the closing, or the business will be spun out at a later date.
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