Exhibit 10.2
EQUITY TECHNOLOGIES & RESOURCES, INC.
Post Office Box 12012
Lexington, Kentucky 40579
Tel: 000-000-0000
Fax: 000-000-0000
June 15, 2006
MB Holding Corporation
ATTN: Xxxxx X. Xxxxx, President
0000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
SUBJECT: BINDING LETTER OF INTENT
Gentlemen:
This letter sets forth our mutual understanding and agreement to enter into an
exchange of stock of the businesses of Equity Technologies & Resources, Inc. a
Delaware corporation ("ETCR"), MB Holding Corporation, a Nevada corporation
("MBHC"), and H.E.B., LLC, a Nevada limited liability company, ("HEB"). Each of
the parties hereto is sometimes referred to herein as a "Party" and
collectively, as the "Parties". Further, ETCR understands that MBHC is the owner
of Envoii Healthcare, LLC, a Nevada limited liability company and VPS Holding,
LLC, a Kentucky limited liability company.
THE PROPOSED TRANSACTION.
FORM OF TRANSACTION. XXX is the beneficial owner of all of the outstanding
common stock of MBHC. ETCR desires to acquire all of the MBHC Stock from HEB and
HEB desires to acquire shares of capital stock of ETCR. It is the intent of the
Parties that this transaction will be structured so that the transfers of MBHC
Stock and the ETCR capital stock will constitute a privately negotiated block
transaction in reliance upon Section 4(2) of the Securities Act of 1933, as
amended, and for federal income tax purposes, the Parties intend that the
exchange of the shares contemplated to qualify as a tax-free exchange under the
United States Revenue Code of 1986, as amended.
CONSIDERATION. The Transaction shall be structured such that the MBHC
stockholders will be issued Thirty Four Million (34,000,000) shares of Post
Split ETCR Common Stock, post-split after a 100:1 Reverse Split, and all
securities of MBHC will be acquired free and clear of any liens, claim and
encumbrances.
CLOSING. The exchange of the MBHC Stock for the Post Split Common Stock (the
"Closing") shall take place at 11:00 AM, Dallas, Texas time, at the offices of
Xxxxxxx Xxxxxx L.L.P., 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 on such
later date after conditions stated in this BLOI and the formal Stock Exchange
Agreement have been satisfied or waived by the appropriate Party as agreed to by
the Parties and with the understanding of all Parties to complete this
transaction on or before June 30, 2006.
OTHER TRANSACTION MATTERS. The Parties intend that the Stock Exchange Agreement
will also address the following matters (and such other matters that the parties
may mutually agree to after the date hereof):
1. ETCR shall have cancelled all of the outstanding shares of Class B Common
Stock.
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2. At or prior to the Closing, the holders of all liabilities of ETCR shall
have agreed to exchange an aggregate of approximately $2,400,000 of debt
into 2,400,000 Shares Post Split Common Stock.
3. The ETCR Board of Directors and stockholders shall have authorized, adopted
and approved, in accordance with the applicable provisions of the State of
Delaware, the Certificate of Incorporation, and bylaws: (i) a 100:1 reverse
split its Class A Common Stock; and (ii) the Amended and Restated
Certificate of Incorporation in the form to be agreed upon but to include a
complete restructuring and the Capital accounts; and ETCR shall have filed
the Amended and Restated Certificate of Incorporation with the Secretary of
State of Delaware.
4. The size and composition of the Board of Directors of ETCR will be
structured as determined by the Stockholders. It is understood by the
existing Directors and Officers that they may be requested to tender their
resignations at the Closing.
CONDITIONS PRECEDENT. The Closing shall be subject to the fulfillment of all the
following conditions to the reasonable satisfaction of MBHC and ETCR:
Preparation (by counsel for MBHC) and execution of the Stock Transfer
Agreement and other related documents (collectively, the "STA") containing
covenants, agreements, representations and warranties and conditions customary
for a transaction of the type of transaction agreed to by the parties, which
provisions shall be mutually agreed upon by the parties and satisfactory to
their legal counsel.
Each Party shall be satisfied with its review and analysis of the assets,
liabilities, business condition (financial and otherwise) and prospects of the
other party.
Approval of the Transaction by the Board of ETCR having full authority; and
MBHC Shareholders. ETCR shall have filed with the Securities and Exchange
Commission all documents and forms in order for ETCR to be in compliance with
Securities Exchange Act of 1934, as amended.
Between the date of execution of this BLOI, the Stock Exchange Agreement
and the Closing, there shall have been no material adverse disclosure or
development in the business condition (financial or otherwise), assets,
liabilities or prospects of either party.
Obtaining of all approvals, consents and waivers from third parties who, in
the view of MBHC's counsel, are necessary or desirable to be obtained prior to
the consummation of the Transaction.
No investigation, action, suit or proceeding shall be pending or threatened
before any court or governmental body which seeks to restrain, prohibit or
otherwise challenge or interfere with the consummation of the transactions
contemplated herein.
Such other conditions as the parties hereto may mutually agree.
ACCESS: DUE DILIGENCE. The parties hereto agree to negotiate in good faith the
Stock Exchange Agreement and the transactions contemplated herein. Each Party
will provide the other party with reasonable access during normal business hours
to its facilities and books and records. In performing its diligence
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investigation, each party will use its best efforts to avoid disruptions to the
other party's operations and business. All information disclosed by one Party to
the other, shall be deemed to be "Confidential" information, except that
"confidential" information does not include information which is or becomes
generally available to the public.
FEES. Each party hereto will bear its own fees for counsel and accountants and
other expenses relating to the Transaction.
STANDSTILL. Until the earlier of June 30, 2006 or the Closing, each party agrees
that it will not, nor will it permit its officers, directors, affiliates,
employees, representative or agents to, without the prior written consent of the
other party, enter into any agreement or arrangement regarding, or negotiate
with, solicit, encourage, or furnish information to, or participate in any
discussion with, any person, entity or organization in connection with any
proposal for a business combination or acquisition or purchase involving such
party or the asset or capital stock of such party, and such persons and entities
will immediately terminate any present discussions or negotiations concerning
the same.
CONFIDENTIALITY. Except as may otherwise be required by law or regulation or by
court or administrative agency order, no party hereto will make any press
release or similar public statements with respect to the proposed transaction
without the prior written consent of the other party, unless the announcement is
required by law. If the announcements are required by law, all parties will have
the opportunity to review and comment on the draft announcement.
GOVERNING LAW. This BLOI in principle shall be governed under and construed in
accordance with the laws of the State of Delaware.
If the foregoing correctly reflects our understanding, please execute the
enclosed counterpart of this agreement on or before 5:00 PM Dallas Time on June
16, 2006, whereupon each of the undersigned will proceed in good faith to effect
the transaction contemplated by this agreement in principle. It is understood,
that this is a binding agreement of the undersigned.
Sincerely,
EQUITY TECHNOLOGIES & RESOURCES, INC.
/s/ Xxxxx X. Xxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxx, President & CEO
/s/ Xxxxx Xxxx
-------------------------------------
Xxxxx Xxxx, Chairman
AGREED TO AND ACCEPTED As of the date first above written:
MB HOLDING CORPORATION
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx, President
H.E.B., LLC
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx, President
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