$SLNX @.0025 July 11, 2014 Mr. David M. Pecora

$SLNX @.0025

July 11, 2014
Mr. David M. Pecoraro
Solanbridge Group Buzznbrewz.com Colorado, Inc., a Colorado corporation
454 Harshbarger Road
Johnstown, Pennsylvania 15905
Re: Letter of Intent to Acquire a Majority In
terest in Buzznbrewz.com by Solanbridge Group Inc
Dear Ms. Jones:
The letter of intent (hereinafter “LOI”) is a follow up to a
series of discussions between
Solanbridge Group Buzznbrewz.com
Colorado,
Inc., a Colorado corporation, (hereinafter “Buzznbrewz.com”) an
d Solanbridge Group Inc, a State of Maryland corporation, Depart
ment ID
D15505464, (OTC: SLNX) (hereinafter “SLNX” or the “Company”) (h
ereinafter individually “Party” and collectively the “Parties”),
concerning the acquisition of a majority inte
rest in Buzznbrewz.com (hereinafter “Acq
uisition”) by SLNX. The Parties agree to
some basic
principals in this LOI. Those principals include the following:
Acquisition
.
1.
Both Parties agree that each Party brings to the Acquisition significant value;
2.
Both Parties want to maintain a substantial amount of ma
nagement independence after the closing of the Acquisition;
3.
Both Parties agree that the primary supposition supporting the Acqui
sition is the fact that the Parties can finance their respe
ctive
operations in a more manageable course of
action as a team than they can separately;
4.
Each Party can bring to the other Party new clients, contacts,
and resources that each Party w
ould not have access to without t
he
Acquisition of the two Parties;
5.
Both Parties agree that the Acquisition will be an all-stock
transaction where SLNX will issue 33 million (33,000,000) restrict
ed
common stock (hereinafter “Shares”) in exchange for a 80%
(eighty percent) position in Buzznbrewz.com’s Colorado-based
corporation and all of Buzznbrewz.com’s subsidiaries, assets, and holdings;
6.
Both Parties agree that any restricted commo
n stock shares that are issued as a resu
lt of this LOI will bear a restrictive lege
nd and
those shares will have a holding period attached to them and th
at holding period will have to be
fulfilled before they eligible
for
free trading status (one half of the Shares
restricted for 12 months and one half of
the Shares restricted for 24 months);
7.
Both Parties agree that SLNX will operate as a holding company
only and will not interfere with Buzznbrewz.com’s operations
unless there is gross malfeasance or gross misfeasance involved;
8.
Both Parties agree that SLNX has an five year right of
first refusal to purchase the remainder of Buzznbrewz.com;
Due
Diligence.
9.
Both Parties agree that during the implemen
tation of the LOI time is of the essence;
10.
Both Parties agree that there must be a 7-day due diligence peri
od (weekends and U.S. holidays do not count in the 7-day total)
and the 7-day due diligence period can be ter
minated before the end of the 7-day due di
ligence period at the mutual agreement o
f
the Parties;
11.
Each Party agrees to provide the other
Party full and complete disclosure concer
ning, but not limited to, financials, bank
statements, assets, contracts, works in
progress, lawsuits, websites, brochures, an
d other business issues and materials;
Disclosure.
12.
Both Parties understand that SLNX is a pub
licly-traded company and as such this pa
rticular LOI will be published on the OTC
Markets, Inc. website and both parties consent to the LOI’s publication;
13.
Both Parties agree that going forward post-Acquisition business pl
ans, financials, assets, contracts, and other business issues
and
materials will be subject to being posted pub
licly on the OTC Markets, Inc. website fo
r the benefit of the participants in the
public markets; and
14.
Both Parties agree that the Acquisition is in the best inte
rest of both Parties and the shareholders of both Parties.
Thank you for your attention to this matter. Please sign below to
signify your agreement with the terms of this LOI. If you ha
ve any
questions, please feel free to contact
me on (832) 225-1372 or by e-mail at
charles@sol

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