Attached files
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| 8-K - ENZOLYTICS INC | v173824_8k.htm |
EXTREME
MOBILE COATINGS WORLDWIDE CORP.
126
Dewey Dr.
Nicholasville,
Kentucky 40356
(859)
887-1199
February
5, 2010
M. David
Sayid, Esq.
Interim
President
Reflectkote,
Inc.
408 W
57th
Street, 8E
New York,
NY 10019
|
|
Re:
|
Proposed
Acquisition by Extreme Mobile Coatings Worldwide Corp. (“EXTREME”) of
certain assets and certain liabilities of Reflectkote, Inc.
(“REFLECTKOTE”)
|
Dear Mr.
Sayid:
This
letter will confirm the recent discussions we have had with you and your
representatives relative to the proposed acquisition by EXTREME of certain
assets and certain liabilities of REFLECTKOTE (the “Purchased Assets and
Liabilities”), as set forth on Schedule A and B, annexed hereto. The
objective of our discussions has been the execution and consummation, as soon as
feasible, of a formal agreement between EXTREME and REFLECTKOTE (the
“Agreement”), which among other things, would provide for the various matters
set forth below:
1. EXTREME
will acquire certain assets and certain liabilities of REFLECTKOTE from
REFLECTKOTE in exchange for shares of $.0001 par value common stock of EXTREME
(the “Extreme Common Stock”), which amount will be negotiated and determined
prior to closing, which will be delivered upon the closing of this transaction
(the “Closing Date”). This exchange is intended to qualify as a
tax-free reorganization under Section 368 of the Internal Revenue Code of 1986,
as amended, and the shares of EXTREME received by REFLECTKOTE’s shareholders
will be received on a tax-free basis. The shares to be issued by
EXTREME will be “restricted securities” as defined in Rule 144 under the
Securities Act of 1933, and an appropriate legend will be placed on the
certificates representing such shares.
2. EXTREME
will raise a minimum of $______ in a Rule 506 offering to accredited investors,
or such other raise of capital by selling shares of EXTREME common stock for use
as working capital for the Purchased Assets and Liabilities.
M. David
Sayid, Esq., Interim President
Reflectkote,
Inc.
February
5, 2010
Page
2
3. The
parties will use their best efforts to close this transaction during the month
of February, 2010.
4. REFLECTKOTE
represents that it is a validly existing Nevada
Corporation.
5. On
the date of this Letter of Intent, the common stock of EXTREME is registered
with the Securities and Exchange Commission pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended, (the “Act”), and EXTREME has filed
all reports required to be filed by Section 15(d) of the Act during the past 12
months. These reports were, when filed, accurate, not misleading and
complete in all material respects.
6. The
common stock of EXTREME is currently listed for trading on the OTC Bulletin
Board under the symbol EMWW.
7. EXTREME
and REFLECTKOTE will take all necessary steps to call meetings of their
respective directors as soon as possible to approve the terms of this Letter of
Intent.
8. Upon
the signing of this Letter of Intent, EXTREME and REFLECTKOTE will provide to
each other full access to their books and records and will furnish financials
and operating data and such other information with respect to their business and
assets as may reasonably be requested from time to time. If the
proposed transaction is not consummated, all parties shall keep confidential any
information (unless ascertainable from public filings or published information)
obtained concerning the other's operations, assets and business.
9. This
Letter of Intent may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
10. Each
party will pay its legal expenses incurred in connection with this transaction
whether or not the transaction is consummated.
11. Upon
the execution by you and return to us of this Letter of Intent, counsel for
REFLECTKOTE and EXTREME will prepare a definitive Agreement which shall contain
provisions in accordance with this Letter together with such further appropriate
terms and conditions as legal counsel and the parties may mutually
determine. The Agreement shall be subject, in all respects, to the
approval of the respective Boards of Directors of EXTREME and
REFLECTKOTE.
12. It
is understood that the terms set forth in this Letter may not constitute all of
the major terms which will be included in the Exchange Agreement, that the terms
set forth herein are subject to further discussion and negotiation, and that
this Letter is an expression of intent only and is not to create or result in
any legally binding obligation upon the parties hereto except with respect to
paragraphs 8 and 10.
M. David
Sayid, Esq., Interim President
Reflectkote,
Inc.
February
5, 2010
Page
3
If the
foregoing accurately reflects our discussions, please execute and return to the
undersigned one copy of this Letter.
EXTREME
MOBILE COATINGS WORLDWIDE CORP.
By:_______________________________
Charles
Woodward, President
REFLECTKOTE,
INC.
By:_______________________________
M. David
Sayid, Esq., Interim President
M. David
Sayid, Esq., Interim President
Reflectkote,
Inc.
February
5, 2010
Page
4
Schedule
A
List
of Assets
a) Patent
Application Number 61/132,569
Filing
Date: 06/28/2008
Confirmation
No.: 2571
b) Patent
Application Number 61/273,098
Filing
Date: 07/31/2009
Confirmation
No.: 2776
M. David
Sayid, Esq., Interim President
Reflectkote,
Inc.
February
5, 2010
Page
5
Schedule
B
List
of Certain Liabilities
a) Settlement
Agreement by and between RKTE (f/k/a HVAG), James Zimbler and Susan Zimbler vs.
Michael Margolies
b) Settlement
Agreement by and between RKTE (f/k/a HVAG), and James Zimbler vs. Stanley
Chason
c)
RKTE Consent Order, Final Judgment with the SEC
d)
RKTE Monetary Judgment with the SEC
e)
State of Illinois- payroll taxes
f)
State of Michigan – payroll taxes.
g)
Amount due to Manhattan Transfer and Registrar