Eclipse Marketing LLC (‘Eclipse’) executed a letter of intent to acquire SpendSmart Networks, Inc. (California corporation) from SpendSmart Networks, Inc. (OTCPK:SSPC) for $2.2 million on March 9, 2017. Eclipse Marketing LLC (‘Eclipse’) entered into an agreement to acquire SpendSmart Networks, Inc. (California corporation) from SpendSmart Networks, Inc. (OTCPK:SSPC) (‘SpendSmart’) for $2.2 million on October 5, 2017. As of November 15, 2017, the consideration involves payment of $1.4 million in cash and issuance of promissory notes for $0.75 million. The purchase consideration is payable in cash. Eclipse will assume ordinary course trade accounts payable relating to the SpendSmart’s bonuses, deferred revenue and accrued time off from SpendSmart’s employees. As of December 2016, SpendSmart Networks, Inc. had total revenues of $5.8 million and net loss of $6.8 million. Closing of the sale is subject to the satisfaction of certain conditions including approval by SpendSmart stockholders and governmental authorities, execution of ancillary documents, resignation of directors and officers of SpendSmart Networks, Inc. (California corporation) and resignation of Brett Schnell. The Board of Directors of SpendSmart Networks, Inc. Proceeds from the sale will be used principally to pay accounts payable and outstanding promissory notes and to provide working capital for the non-operating activities pending the closing of a transaction with an operating company. David L. Ficksman from TroyGould served as the legal advisor to SpendSmart. John P. Gonway from Dickinson Wright PLLC served as the legal advisor to Eclipse.