Exhibit 1.01
TERM SHEET
MASTER EQUITY PURCHASEAGREEMENT
| Company | Atmosphere Global LLC, (the “Company”). |
| Investor | WSGP[Westerngraphite Inc.] |
| Terms | TwoPhase Acquisition of Company equity; Companyholdsexclusive license Agreement for a Green Biodegradable Cleaning solution technology. |
| Consideration Phase One | an aggregate of 20% of the equity of the public company shall be granted to Company and an advisory board seat in consideration for Class B Memberships Units equal to 52% of the Company. The Company and WSGP will sign a redemption agreement pursuant to which the Company will be able to redeem all of the Membership Units purchased by WSGP in Phase One for the cost of all the equity the Company received in WSGP in Phase One. WSGP will be restricted from selling, transferring or encumbering the AG equity received as part of Phase One. AG can trigger a redemption at any time if there is a material adverse change in the business or operations ofWSGP. |
| Consideration PhaseTwo | WSGP will execute a Subscription Agreement with Atmosphere Global, LLC. for the purchase of Class B Membership Interest equal to 12% of the Company (on a fully diluted basis determined prior to Phase One such that WSGP has 12% of the Company after the Phase One redemption is triggered) in consideration of $1.5M funded in 4 tranches, each purchasing 3% of the Company and each installment is equal and shall be paid as follows: (i) $375,000 of which $75,000 will be funded within to meet the most urgent operating and business development expenses and $300,000 within the latest of 6 months or the up-listing into a national exchange; (ii) $375,000 within 3 months of the first payment, (iii) an additional $375,000 within 3 months of the second payment and finally, (iv) $375,000 upon AGI obtaining theEPAapprovals for the use of the technology. |
| Additional Costs/Fees | WSGP Attorney’s, will draft all the documents set forth below and will receive legal fees not to exceed $25,500. All legal fees for WSGP attorneystobepaidbyWSGP.AGlegalcounseltoreceive $5,000 for review and negotiation of all documentation. AG will pay legal fees from proceeds of the first tranche funding. |
| Documentation | The definitive documentation shall contain such additionalprovisions, including without limitation representations, warranties, covenants, agreements and remedies, as the investor may reasonably request. Documents may include some or all of the following: |
| -Equity Purchase Agreement for PhaseOne | |
| - Equity Purchase Agreement for PhaseTwoSubscriptionAgreement | |
| -Board Resolutions | |
| -RedemptionAgreement |
| Confidentiality | TheCompany andalloftheircontrolpersons,agreethatitwillnot disclose, and will not include in any public announcement, the name of the investor, unless expressly agreed to by the investor or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement. |
| Legal Fees and Expenses | WSGP shall bear the legal expenses respect to the proposed financing, which shall not exceed $25,500. |
| Governing Law and | NewYorklaw and NewYorkCourts (NewYork County). Jurisdiction |
| Closing Date | On or about October 30, 2015. This term sheet expires at5:00pm NewYorkCity time, on November 4,2015 |
This proposed preliminary term sheet constitutes an indication of interest for discussionpurposes and preparation of definitive agreementsonly.These termsarelikely to change based on the share structure, debt, and other matters associated with Atmosphere Global, LLC. This is not a binding until and unless definitive agreementsareexecuted by theparties.
Atmosphere Global, LLC
| Accepted andAgreed | Accepted andAgreed | |||
| By: | /s/ Shane Ornsby | By: | /s/ Jenni Andersen | |
| Name: | Shane Ornsby | Name: | Jenni Andersen | |
| Title: | President | Title: | CEO | |
| Date: | 10-30-2015 | Date: | 10-30-2015 | |
