A G R E E M E N T
EXHIBIT
10.2
A
G R E E M E N T
AGREEMENT
made this _____ day
of , 2007, by and between Eastern
Environment Solutions Corp. (the “Company”) and Kent International Holdings,
Inc. (“KNTH”), a Nevada Corporation.
W
I T N E S S E T H:
WHEREAS,
the Company seeks to obtain
sources of financing, which may be in the nature of a private or public
placement of equity or debt, (the “Transaction”);
WHEREAS,
KNTH has special expertise and
might be valuable in developing said Transactions;
WHEREAS,
the Company desires to engage
the services of KNTH and KNTH desires to provide said services all in accordance
with the terms and conditions set forth;
NOW
THEREFORE, in consideration of the foregoing mutual covenants and promises
herein contained and intending to be legally bound hereby, the parties agree
as
follows:
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1.
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The
Company hereby grants KNTH the exclusive right to arrange Transactions
at
a valuation and on terms satisfactory to the Company for a period
of 42
days commencing the date “the book” is completed by
KNTH.
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2.
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If
a Transaction initiated by KNTH is closed at any time hereafter,
the
Company shall pay to KNTH at the
closing:
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A.
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Cash
equal to 6% of the amount of capital provided to the
Company.
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B.
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Five
year common stock purchase warrants equal to 6% of the shares placed
at a
price per share equal to the same price per share as those issued
in the
transaction (i.e. if 4,000,000 shares are issued for $8,000,000,
KNTH
would receive warrants to purchase 240,000 shares at
$2.00).
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C.
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The
Company agrees to file one registration statement at its expense
in order
to register the shares underlying the warrants at KNTH’s
request. Any additional registration would be at the
expense of KNTH.
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3.
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In
order to effect any placement of securities a Placement Memorandum
(“the
book”) needs to be prepared. KNTH will prepare this for the
Company for a fee of $10,000. This fee will be credited
against fees received by KNTH for a successful placement of
securities.
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4.
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There
will be no further fees or expenses payable by the Company to any
source
of capital provided to the Company.
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5.
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Any
and all expenses incurred by KNTH are the sole responsibility of
KNTH and
are not reimbursable by
the Company.
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6.
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A
Transaction will be deemed initiated by KNTH if KNTH notifies the
Company
of the identity of a prospective financing source and the
Company makes no objection thereto within five working days after
receipt
of said notice.
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7.
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Transaction
will be deemed closed when the Company pays or receives any or all
of the
Consideration.
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8.
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The
Company further agrees that any future financing provided by any
source
identified by KNTH to the Company will be subject to the same compensation
as herein agreed (i.e., 6% cash + 6% warrants of 5 year duration
exercisable at the same price as used in the placing of
equity. For instance if the ABC Pension Fund provides
$8,000,000 in the current placement and then at some time in the
future
provides further capital, the same terms will apply to the placement
of
future capital as are herein agreed for this
placement).
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9.
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For
purposes of this Agreement, the term Company shall include any subsidiary,
affiliate or stockholder of the Company and any entity created or
organized by the Company or its stockholders for the purpose of engaging
in a Transaction.
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10.
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This
Agreement constitutes the entire understanding between the parties
hereto
with respect to the subject matter hereof and the parties hereto
and each
of them acknowledges that there are no promises, statements, or
representations not herein expressed upon which the parties
rely. It is further understood that this Agreement shall
be binding upon the parties, their heirs, administrators, successors
and
assigns.
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11.
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This
Agreement shall be construed and interpreted in accordance with the
laws
of New Jersey.
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12.
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Notice
hereunder shall be effective only when sent by registered mail, return
receipt requested, to the Company and to KNTH at the addresses set
forth
below or to such other address as one part shall notify the other
in
writing.
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If
to KNTH:
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Xxxx
X. Xxxxxxx, Chairman
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Kent
International Holdings, Inc.
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000
Xxxxxxxxx Xxxx
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P.
O. Xxx 00
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Xxx
Xxxxx, Xxx Xxxxxx 00000
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If
to Company:
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IN
WITNESS WHEREOF, the parties hereto have set their hands the day and year first
above written.
Eastern
Environment Solutions, Corp.
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Attest
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By:
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Kent
International Holdings, Inc.
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Attest
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By: Xxxx
X. Xxxxxxx, Chairman
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