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LETTER OF INTENT
THIS LETTER OF INTENT (the “ LOI ”), is entered into by and,
BACKGROUND AND PURPOSE
WHEREAS, the Company is a publicly traded company on the United States over-the-counter (“OTC”) bulletin board securities market under the symbol “SNDC.”
WHEREAS, Plures is a business development company specializing in creating and acquiring high-potential innovations using a market-need, business-value, technology-feasibility screening process, and Plures has entered into an acquisition agreement to acquire a MEMS technology product manufacturing company (“MemsCo”) which pioneered the field of magnetic-based sensor manufacturing technology which is often referred to as “spintronics.”
WHEREAS, the Company and Plures desire to enter into a reverse acquisition transaction whereby the Company will acquire all of the shares of outstanding capital stock of Plures in exchange for the issuance of a controlling ownership interest in the Company to the stockholders of Plures.
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: