Exhibit 10.7
ENVIROKARE TECH, INC.
0000 Xxxxxxxx Xxxxxx, Xxxxx 0
Xxx Xxxxx, XX 00000
(000) 000-0000 Fax: (000) 000-0000
October 1, 2002
New Age Amusements and Resorts, Inc.
X.X. Xxx 000, Xxx. X
Xxxxxxx, XX X0X 0X0
Xxxxxx
LETTER AGREEMENT
This letter agreement is intended to provide the basis for preparation of
a definitive merger agreement, between New Age Amusements and Resorts, Inc.
("New Age") and Envirokare Tech, Inc. ("Envirokare") on terms mutually
satisfactory to the parties hereto. Except for the agreements and obligations
contained in Sections 1.a - 1.b hereof, this letter represents only the parties'
current good faith intention to negotiate and enter into a definitive merger
agreement. It is not, and is not intended to be, a binding agreement between the
parties except as to the Sections specified as binding above. The obligation of
the parties to effect the transactions contemplated by this letter are subject
to a number of conditions, including without limitation, approval by the Boards
of Directors of the respective parties, obtaining necessary third-party
consents, completion of due diligence and other conditions as may be specified
in the contemplated definitive merger agreement.
Section 1. Prior Agreements
The following listed items represent pertinent agreements that were existing and
in effect, prior to the date of this letter agreement. It is acknowledged by the
parties to this letter agreement that all obligations, terms and conditions, as
set forth in the following listed agreements, supercede any term or condition,
whether actual or implied, that may be contemplated by this letter agreement and
any subsequent definitive merger agreement that may entered into between the
parties hereto :
a. License Agreement between Thermoplastic Composite Designs, Inc. and
Envirokare Composite Corp., a wholly owned subsidiary of Envirokare,
dated March 30, 2001.
b. Merger Agreement by and among Envirokare Tech, Inc. Envirokare
Composite Corp., on the one hand and Thermoplastic Composite
Designs, Inc., Xxxx Xxxx, Xx., and Xxxx Xxxx, Xx. on the other hand,
dated March 30, 2001.
Section 2. Terms of Contemplated Merger Agreement
The plan of merger and the contemplated merger agreement between the parties
hereto, is anticipated to contain provisions that include the following items:
a. New Age will merge into Envirokare in a tax free exchange of shares
between the companies, with Envirokare becoming the surviving
corporation and New Age becoming a wholly owned subsidiary of
Envirokare.
Letter Agreement
October 1, 2002
Page 2
b. As a result of the merger, Envirokare shall acquire the entire
business New Age, including all assets, such as property, plant,
equipment and patents, and all liabilities as set forth in financial
statements for the period ended and to be agreed upon by the parties
hereto.
c. Envirokare shall issue one million shares of its common stock (the
"Original Consideration") to New Age, upon completion of the
contemplated merger agreement. The securities provided as Original
Consideration are offered in reliance upon the exemption from
registration provided for under Section 4(2) of the Securities Act
of 1933.
d. Xxxxx Xxxxxxx shall remain as the President of New Age.
e. Xxxxx Xxxxxxx shall be appointed as a board member on Envirokare's
Board of Directors, in the capacity of director, as soon as
practicable after completion of the contemplated merger agreement.
f. Envirokare shall provide additional consideration ("Additional
Consideration") to New Age in the form of Envirokare common stock,
with the Additional Consideration to be calculated based on the
following formula: i) pursuant to Accounting Principals Generally
Accepted in the United States ("GAAP"), the net profits of New Age,
as established according to GAAP, will be accumulated for a three
year period, including fiscal years ended 2003, 2004, and 2005. ii)
The accumulated profit will be divided by three years to provide an
average net profit ("Average Net Profit") for the three year period;
iii) the Average Net Profit figure will be multiplied by five (5)
times to arrive at an Additional Consideration dollar figure (the
"Dollar Figure"); iv) the Additional Consideration Dollar Figure
will be converted into a number of Envirokare common stock shares,
which shall be calculated by taking the closing price (the "Closing
Price") of ENVK common stock, with the Closing Price determined by
taking the average Envirokare stock closing price for all trading
days during the month of March 2006; and v) the resultant Additional
Consideration is calculated by dividing the Closing Price into the
Additional Consideration Dollar Figure and then deducting the
Original Consideration.
Signatures by the parties, as provided below, indicate agreement with respect to
the terms as set forth in this letter agreement.
New Age Amusements and Resorts, Inc. Envirokare Tech, Inc.
/S/ XXXXX XXXXXXX /S/ XXXXX XXXXXX
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Xxxxx Xxxxxxx, President Xxxxx Xxxxxx, President
