Letter Of Intent

  Setyo, Ltd.

7^th Street, Sweet Wings

Manhattan, UK

031206

LETTER OF INTENT

Date    : January 30^rd, 2017

Here with the letter our company would like to advertised the Letter of Intent (LOI) as to forge the commitment between the parties.

As the first party,

Name               : Diah Setyowati

Position           : Managing Director

Company         : Setyo, Ltd.

As the second party,

Name               : Joonie Kim

Position           : Chief Executive Officer (CEO)

Company         : Bangtan, Inc.

Are agreed to have commitment assigning in term of the said Letter of Intent (LOI) through several articles.

Article 1

An entity newly formed by Pearson, LLC (“Buyer”) would purchase substantially all of the operating assets, including all tangible and intangible assets, equipment, leases, contract rights, and intellectual property used in the Business for a purchase price of one million one hundred thousand dollars ($1,100,000). Buyer will not assume any liabilities of the Business of the Company other than liabilities accruing after the closing under contracts or leases assumed by Buyer.

Article 2

The closing will be subject to the negotiation and execution of definitive transaction documents that will include, among other things, customary representations, warranties, covenants, and indemnities by the Seller and their principals regarding the business, operations, and financial condition of the Business.

Article 3

The parties acknowledge that time is of importance and that they will work towards closing the transaction as quickly as possible.

Article 4

The consummation of the Transaction will be subject to the satisfaction of customary conditions, including, without limitation, the following:

• The negotiation, execution, and delivery of definitive agreements satisfactory to each of the parties, including retail leases, and securing of any required governmental or third-party approvals, waivers, or consents.
• Maintenance of the Company’s business in the ordinary course, and the absence of any material adverse change in the Company’s business of financial condition or material changed in the conduct of its business as of the date of this Letter of Intent.
• The Company not seeking or requesting any type of bankruptcy protection or bankruptcy procedure.

Article 5

Other than this paragraph 5, which is intended to be and is legally binding, this letter is nonbinding and constitutes an indication of intent only and creates no liability or obligation of any nature whatsoever among the parties hereto with respect to any contemplated transaction or any other matter or action described or referred to herein. Legally binding obligations with respect to the contemplated transaction will only arise upon execution of a definitive agreement and related agreements with respect to the transaction.

If the foregoing is satisfactory, please indicate your agreement with the foregoing by countersigning a copy of this letter and returning it to our attention. We look forward to proceeding together on this transaction.

Yours truly,

Diah Setyowati

[Managing Director – Setyo, Ltd.]

Accepted and Agreed,

Joonie Kim

[Chief Executive Officer – Bangtan, Inc.]