Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION
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AGREEMENT, made this 11th day of November, 1998, by and among AMERICAN
ACCESS TECHNOLOGIES, INC., a Florida corporation ("Buyer")and persons executing
this agreement (referred to collectively as "Shareholders" and individually as
"Shareholder") who own 100% of the outstanding shares of OMEGA METALS, INC., a
Florida corporation (the "Company").
WHEREAS, Buyer desires to acquire all of the issued and outstanding
shares of common stock of the Company in exchange for unissued shares of the
common stock of Buyer; and
WHEREAS, Shareholders desire to exchange all of their shares of Company
common stock for Buyer common stock ("Common Stock").
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, the parties hereto agree as follows:
ARTICLE 1
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EXCHANGE OF SECURITIES
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1.1 Issuance of Shares. Subject to all of the terms and conditions of
this Agreement, Buyer agrees to exchange 226,470 shares of its Common Stock in
exchange for all of the outstanding Company common stock with the Shareholders
as set forth in Exhibit l.l hereto.
1.2 Exemption from Registration. The parties hereto intend that the
Common Stock to be issued by the Company to the Shareholders shall be exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act"), and pursuant to applicable state statutes.
1.3 Tax Free Exchange. The parties hereto intend that the exchange
herein be tax-free reorganization pursuant to Section 368(a)(1)(B) of the
Internal Revenue Code of 1986. No revenue ruling or opinion of counsel is being
sought in this regard and such tax treatment is not a condition to closing
herein.
ARTICLE 2
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDERS
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The Shareholders hereby represent and warrant to Buyer that:
2.1 Organization. The Company is a corporation duly organized, validly
existing, and in good standing under the laws of Florida, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the states where its business requires qualification.
2.2 Capital. The authorized capital stock of Company consists of 7,500
shares of Common Stock, $1.00 par value, of which 2,000 shares are currently
issued and outstanding. The shares currently outstanding are owned by the
shareholders of Company as set forth in Exhibit 1.1 hereto. All of the issued
and outstanding shares of Company are duly and validly issued, fully paid, and
nonassessable. There are no outstanding subscriptions, options, rights,
warrants, debentures, instruments, convertible securities, or other agreements
or commitments obligating Company to issue or to transfer from treasury any
additional shares of its capital stock of any class.
2.3 Subsidiaries. As of the date of this Agreement, Company does not
have any subsidiaries or own any interest in any other enterprise (whether or
not such enterprise is a corporation) other than the following Subsidiaries:
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Corporation State of Incorporation Percent Owned
----------- ---------------------- -------------
None
2.4 Directors and Officers. Exhibit 2.4 to this Agreement, the text of
which is hereby incorporated herein by reference, contains the names and titles
of all directors and officers of Company and the Subsidiaries as of the date of
this Agreement.
2.5 Financial Statements. The financial statements of the Corporation
made available to Buyer are correct and fairly represent the financial position
of Company as of the date of the last balance sheet included in the financial
statements, and the results of operation for the periods indicated and such
statements were prepared in accordance with generally accepted accounting
principles consistently applied.
2.6 Absence of Changes. Since the date of the most recent financial
statements included in Exhibit 2.5, there has not been any change in the
financial condition or operations of Company, except for changes in the ordinary
course of business, which changes have not in the aggregate been materially
adverse.
2.7 Absence of Undisclosed Liabilities. As of the date of its most
recent balance sheet, Company did not have any material debt, liability, or
obligation of any nature, whether accrued, absolute, contingent or otherwise,
and whether due or to become due, that is not reflected in such balance sheet.
2.8 Tax Returns. Within the times and in the manner prescribed by law,
Company and its subsidiaries have filed all federal, state and local tax returns
required by law and has paid all taxes, assessments and penalties due and
payable. The provisions for taxes, if any, reflected in the balance sheet are
adequate for any and all federal, state, county and local taxes for the periods
ending on the date of the balance sheet and for all prior periods, whether or
not disputed. There are no present disputes as to taxes of any nature payable by
Company.
2.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, Buyer
and/or its attorneys shall have the opportunity to meet with accountants and
attorneys to discuss the financial condition of Company. Company shall make
available to Buyer and/or its attorneys all books and records of Company. If the
transaction contemplated hereby is not completed, all documents received by
Buyer and/or its attorneys shall be returned to Company and all information so
received shall be treated as confidential.
2.10 Compliance with Laws. Company has complied with, and is not in
violation of, all applicable federal, state or local statutes, laws and
regulations (including, without limitation, any applicable building, zoning,
environmental or other law, ordinance or regulation and the Federal Food and
Drug Administration regulations) affecting its properties, products or the
operation of its business, except for matters which would not have a material
affect on Company or its properties.
2.11 Litigation. Company is not a party to any suit, action,
arbitration or legal, administrative or other proceeding, or governmental
investigation pending or, to the best knowledge of Company, threatened against
or affecting Company or its business, assets or financial condition, except for
matters which would not have a material affect on Company or its properties.
Company is not in default with respect to any order, writ, injunction or decree
of any federal, state, local or foreign court, department, agency or
instrumentality applicable to it. Company is not engaged in any lawsuits to
recover any material amount of monies due to it.
2.12 Ownership of Shares. The delivery of the Company common stock as
contemplated herein will result in Buyer's immediate acquisition of record and
beneficial ownership of all of the Company's capital stock, free and clear of
all liens and encumbrances.
2.13 Ability to Carry Out Obligations. The execution and delivery of
this Agreement by the Shareholders and the performance by the Shareholders of
the obligations hereunder in the time and manner contemplated will not cause,
constitute or conflict with or result in (a) any material breach or violation of
any of the provisions of or constitute a material default under any license,
indenture, mortgage, charter, instrument, articles of incorporation, by-laws, or
other agreement or instrument to which Company is a party, or by which it may be
bound, nor will any consents or authorizations of any party other than those
hereto be required, (b) an event that would permit any party to any material
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agreement or instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of Company, or (c) an event that would result
in the creation or imposition of any material lien, charge, or encumbrance on
any asset of Company.
2.14 Full Disclosure. None of the representations and warranties made
by Company herein, or in any exhibit, certificate or memorandum furnished or to
be furnished by Company, or on its behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading.
2.15 Assets. Company has good and marketable title to all of its
property and such property free and clear of all liens and encumbrances.
2.16 Material Contracts. Except as listed in Exhibit 2.16 hereto, or as
otherwise disclosed herein, Company has no material contracts to which it is a
party or by which it is bound.
2.17 Indemnification. Shareholders agree to defend and hold Buyer
harmless against and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, and reasonable attorney fees, that it shall incur
or suffer, which arise out of, result from or relate to any breach of, or
failure by Shareholders to perform any of its respective representations,
warranties, covenants and agreements in this Agreement or in any exhibit or
other instrument furnished or to be furnished by Shareholders under this
Agreement.
ARTICLE 3
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REPRESENTATIONS AND WARRANTIES OF BUYER
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Buyer represents and warrants to Company that:
3.1 Organization. Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of Florida, has all necessary
corporate powers to own properties and to carry on business.
3.2 Capital. The authorized capital stock of Buyer consists of
10,000,000 shares of $0.001 par value Common Stock of which 3,030,000 shares of
Common Stock are currently issued and outstanding and 60,000 shares of Preferred
Stock of which 31,150 shares are currently outstanding and approximately 20,000
shares to be issued in the private placement. All of the issued and outstanding
shares are duly and validly issued, fully paid and nonassessable. There are no
outstanding subscriptions, options, rights, warrants, convertible securities, or
other agreements or commitments obligating Buyer to issue or to transfer from
treasury any additional shares of its capital stock of any class other than
outstanding options and warrants to acquire 610,000 shares of Buyer's common
stock and the provisions of the Company's Series A 10% Senior Convertible
Preferred Stock which have been provided to the Shareholders.
3.3 Subsidiaries. Buyer does not have any subsidiaries or own any
interest in any other enterprise (whether or not such enterprise is a
corporation).
3.4 Directors and Officers. Exhibit 3.4, annexed hereto and hereby
incorporated herein by reference, contains the names and titles of all directors
and officers of Buyer as of the date of this Agreement.
3.5 Financial Statements. The financial statements of Buyer presented
to the Shareholders have been prepared in accordance with generally accepted
accounting principles and practices consistently followed by Buyer throughout
the period indicated, and are correct and fairly present the financial position
of Buyer as of the dates of the balance sheets included in the financial
statements, and the results of operations for the period indicated.
3.6 Absence of Changes. Since the date of the most recent financial
statements, there has not been any change in the financial condition or
operations of Buyer, except for changes in the ordinary course of business,
which changes have not in the aggregate been materially adverse.
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3.7 Absence of Undisclosed Liabilities. Buyer did not have any material
debt, liability, or obligation of any nature, whether accrued, absolute,
contingent, or otherwise, and whether due or to become due, that is not
reflected in Buyer's latest balance sheet or subsequently incurred in the
ordinary course of business or otherwise disclosed herein.
3.8 Tax Returns. Within the times and the manner prescribed by law,
Buyer has filed all federal, state and local tax returns required by law and has
paid all taxes, assessments and penalties due and payable. There are no present
disputes as to taxes of any nature payable by Buyer.
3.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, Company
shall have the opportunity to meet with Buyer's accountants and attorneys to
discuss the financial condition of Buyer. Buyer shall make available to Company
all books and records of Buyer.
3.10 Compliance with Laws. Buyer has complied with, and is not in
violation of, all applicable federal, state or local statutes, laws and
regulations (including, without limitation, any applicable building, zoning,
environmental or other law, ordinance, or regulation) affecting its properties
or the operation of its business.
3.11 Litigation. Buyer is not a party to any suit, action, arbitration,
or legal, administrative, or other proceeding, or governmental investigation
pending or, to the best knowledge of Buyer, threatened against or affecting
Buyer or its business, assets, or financial condition. Buyer is not in default
with respect to any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department agency, or instrumentality.
3.12 Authority. The Board of Directors of Buyer has authorized the
execution of this Agreement and the transactions contemplated herein, and Buyer
has full power and authority to execute, deliver and perform this Agreement and
this Agreement is the legal, valid and binding obligation of Buyer, is
enforceable in accordance with its terms and conditions, except as may be
limited by bankruptcy and insolvency laws and by other laws affecting the rights
of creditors generally. The approval of Buyer's shareholders is not necessary
for this transaction.
3.13 Ability to Carry Out Obligations. The execution and delivery of
this Agreement by Buyer and the performance by Buyer or conflict with or result
in (a) any material breach or violation of any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, certificate of incorporation, bylaw, or other agreement or
instrument to which Buyer is a party, or by which it may be bound, nor will any
consents or authorizations of any party other than those hereto be required, (b)
an event that would permit any party to any material agreement or instrument to
terminate it or to accelerate the maturity of any indebtedness or other
obligation of Buyer, or (c) an event that would result in the creation or
imposition of any material lien, charge, or encumbrance on any asset of Buyer.
3.14 Validity of Buyer Shares. The shares of Buyer Common Stock to be
delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.
3.15 Full Disclosure. None of the representations and warranties made
by Buyer herein, or in any exhibit, certificate or memorandum furnished or to be
furnished by Buyer, or on its behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading.
3.16 Assets. Buyer has good and marketable title to all of its property
free and clear of any and all liens, claims and encumbrances.
3.17 Indemnification. Buyer agrees to indemnify, defend and hold
Shareholders harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties, and reasonable attorney fees, that
they shall incur or suffer, which arise out of, result from or relate to any
breach of, or failure by Buyer to perform any of its representations,
warranties, covenants or agreements in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished or to be furnished by Buyer
under this Agreement.
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ARTICLE 4
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REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
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4.1 Share Ownership. The Shareholders hold shares of Company's common
stock as set forth in Exhibit 1.1 hereto. Such shares are owned of record and
beneficially by each holder thereof, and such shares are not subject to any
lien, encumbrance or pledge. Each Shareholder holds authority to exchange such
shares pursuant to this Agreement.
4.2 Investment Intent. Each Shareholder understands and acknowledges
that the shares of Buyer Common Stock (the "Buyer Shares") are being offered for
exchange in reliance upon the exemption provided in Section 4(2) of the
Securities Act of 1933 (the "Securities Act") for nonpublic offerings; and each
Shareholder makes the following representations and warranties with the intent
that the same may be relied upon in determining the suitability of each
Shareholder as a purchaser of securities.
(a) The Buyer Shares are being acquired solely for the account
of each Shareholder, for investment purposes only, and not with a view to, or
for sale in connection with, any distribution thereof and with no present
intention of distributing or reselling any part of the Buyer Shares.
(b) Each Shareholder agrees not to dispose of his Buyer Shares
or any portion thereof unless and until counsel for Buyer shall have determined
that the intended disposition is permissible and does not violate the Securities
Act or any applicable state securities laws, or the rules and regulations
thereunder.
(c) Each Shareholder acknowledges that Buyer has made all
documentation pertaining to all aspects of the Exchange Offer available to him
and to his qualified representatives, if any, and has offered such person or
persons an opportunity to discuss the Exchange Offer with the officers of Buyer.
(d) Each Shareholder is knowledgeable and experienced in
making and evaluating investments of this nature and desires to accept the
Exchange Offer on the terms and conditions set forth.
(e) Each Shareholder is able to bear the economic risk of an
investment, as a result of the Exchange Offer, in the Buyer Shares.
(f) Each Shareholder understands that an investment in the
Buyer shares is not liquid, and each Shareholder has adequate means of providing
for current needs and personal contingencies and has no need for liquidity in
this investment.
4.3 Legend. Each Shareholder agrees that the certificates evidencing
the Buyer Shares acquired pursuant to this Agreement will have a legend placed
thereon stating that the securities have not been registered under the Act or
any state securities laws and setting forth or referred to the restrictions on
transferability and sales of the Shares.
4.4 Registration. Buyer will file a registration statement with the
Securities and Exchange Commission covering resale of 50,000 Buyer Shares within
60 days from the closing herein. If such registration has not become effective
by the 150th day after closing, then Buyer will pay to the Shareholders a
registration delay penalty equal to 1% of the fair market value of such 50,000
shares for each 30 days that the registration statement is not effective after
such 150th day.
ARTICLE 5
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COVENANTS
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5.1 Investigative Rights. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's counsels, accountants, auditors, and other authorized representatives,
full access during normal business hours and upon reasonable advance written
notice to all of each party's properties, books, contracts, commitments, and
records for the purpose of examining the same. Each party shall furnish the
other party with all information concerning each party's affairs as the other
party may reasonably request.
5.2 Conduct of Business. Prior to the Closing, Buyer and Company shall
each conduct its business in the normal course, and shall not sell, pledge, or
assign any assets, without the prior written approval of the other party, except
in the regular course of business. Neither Buyer or Company shall amend its
Articles of Incorporation or Bylaws, declare dividends, redeem or sell stock or
other securities (except Buyer may sell up to 60,000 shares of its Preferred
Stock), incur additional or newly-funded liabilities, acquire or dispose of
fixed assets, change employment terms, enter into any material or long-term
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contract, guarantee obligations of any third party, settle or discharge any
balance sheet receivable for less than its stated amount, pay more on any
liability than its stated amount, or enter into any other transaction other than
in the regular course of business.
5.3 Each of the Shareholders agree that for a period of five years from
the Closing, he will not directly or indirectly solicit business from, engage in
business with, or divert or seek to divert business from any of Company's
current or future customers, and that he will not participate as a shareholder,
partner, employee or otherwise in any enterprise engaging in activities that
would violate this paragraph if engaged in by him directly. Each Shareholder
acknowledges and confirms that this covenant is made to induce Buyer to enter
into this Agreement and is required by Buyer for the purpose of preserving the
business and goodwill of Company for the benefit of Buyer. The parties represent
and confirm that no part of the Buyer shares to be issued under this Agreement
have been allocated to this covenant and that no separate consideration or value
for this covenant has been otherwise agreed upon by the parties, and they agree
that they will not take any position in their federal income tax returns that is
inconsistent with this representation.
ARTICLE 6
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CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE
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6.1 Conditions. Buyer's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in this
Article 6. Buyer may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by Buyer of any other condition of or any of Buyer's
other rights or remedies, at law or in equity, if Shareholders shall be in
default of any of their representations, warranties, or covenants under this
Agreement.
6.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Shareholders in this Agreement
or in any written statement that shall be delivered to Buyer by Shareholders
under this Agreement shall be true and accurate on and as of the Closing Date as
though made at that time.
6.3 Performance. Shareholders shall have performed, satisfied, and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it, on or before the Closing Date.
6.4 Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Company on or before the Closing Date.
6.5 Acceptance by Company Shareholders. The holders of an aggregate of
not less than 100% of the issued and outstanding shares of common stock of
Company shall have agreed to exchange their shares for shares of Buyer Common
Stock.
6.6 Certificate. Shareholders shall have delivered to Buyer a
certificate, dated the Closing Date, certifying that each of the conditions
specified in Sections 6.2 through 6.5 hereof have been fulfilled.
6.7 Cash Balance. At the closing, the company shall have a balance in
the cash operating account of at least $100,000.
ARTICLE 7
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CONDITIONS PRECEDENT TO SHAREHOLDERS' PERFORMANCE
-------------------------------------------------
7.1 Conditions. Shareholders' obligations hereunder shall be subject to
the satisfaction, at or before the Closing, of all the conditions set forth in
this Article 7. Shareholders may waive any or all of these conditions in whole
or in part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by Shareholders of any other condition of or
any of Shareholders' rights or remedies, at law or in equity, if Buyer shall be
in default of any of its representations, warranties, or covenants under this
Agreement.
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7.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Buyer in this Agreement or in
any written statement that shall be delivered to Shareholders by Buyer under
this Agreement shall be true and accurate on and as of the Closing Date as
though made at that time.
7.3 Performance. Buyer shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the Closing Date.
7.4 Absence of Litigation. No action, suit or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Buyer on or before the Closing Date.
7.5 Officers' Certificate. Buyer shall have delivered to Shareholders a
certificate, dated the Closing Date and signed by the President of Buyer
certifying that each of the conditions specified in Sections 7.2 through 7.4
have been fulfilled.
ARTICLE 8
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CLOSING
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8.1 Closing. The Closing of this transaction shall be held at the
offices of Buyer, or such other place as shall be mutually agreed upon, on such
date on or prior to November 15, 1998, as shall be specified by Buyer. At the
Closing:
(a) Each Shareholder shall present the certificates
representing his shares of Company being exchanged to Buyer, and such
certificates will be duly endorsed.
(b) Each Shareholder shall receive a certificate or
certificates representing the number of shares of Buyer Common Stock for which
the shares of Company common stock shall have been exchanged.
(c) Buyer shall deliver an officer's certificate, as described
in Section 7.5 hereof, dated the Closing Date, that all representations,
warranties, covenants and conditions set forth in this Agreement on behalf of
Buyer are true and correct as of, or have been fully performed and complied with
by, the Closing Date.
(d) Buyer shall deliver a signed consent and/or Minutes of the
Directors of Buyer approving this Agreement and each matter to be approved by
the Directors of Buyer under this Agreement.
(e) Shareholder shall deliver a certificate, as described in
Section 6.6 hereof, dated the Closing Date, that all representations,
warranties, covenants and conditions set forth in this Agreement on behalf of
Shareholders are true and correct as of, or have been fully performed and
complied with by, the Closing Date.
ARTICLE 9
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MISCELLANEOUS
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9.1 Captions. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this Agreement.
9.2 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.
9.3 Non-Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to insist
in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
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shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
9.4 Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
9.5 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, supersedes all prior agreements and
understandings, and constitutes a complete and exclusive statement of the
agreements, responsibilities, representations and warranties of the parties.
9.6 Choice of Law. This Agreement and its application shall be governed
by the laws of the State of Florida.
9.7 Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
9.8 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
Buyer: American Access Technologies, Inc.
----- 000 X. Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, XX 00000
Shareholders: Xxxx X. and Xxxxxxx X. Xxxxxxx, XX
------------ 0000 Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Xxxx Xxxxxxxx
0000 Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
9.9 Binding Effect. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
9.10 Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
9.11 Announcements. Buyer and Shareholders will consult and cooperate
with each other as to the timing and content of any announcements of the
transactions contemplated hereby to the general public or to employees,
customers or suppliers.
9.12 Expenses. Each party will pay its own legal, accounting and any
other out-of-pocket expenses reasonably incurred in connection with this
transaction, whether or not the transaction contemplated hereby is consummated.
9.13 Survival of Representations and Warranties. The representations,
warranties, covenants and agreements of the parties set forth in this Agreement
or in any instrument, certificate, opinion, or other writing providing for in
it, shall survive the Closing irrespective of any investigation made by or on
behalf of any party.
9.14 Exhibits. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for hereinabove, including any
items referenced therein or required to be attached thereto. Any material
changes to the Exhibits shall be immediately disclosed to the other party.
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9.15 Arbitration of Disputes Any dispute or controversy arising out of
or relating to this Agreement, any document or instrument delivered pursuant to,
in connection with, or simultaneously with this Agreement, or any breach of this
Agreement or any such document or instrument shall be settled by arbitration to
be held in the State of Florida in accordance with the rules then in effect of
the American Arbitration Association or any successor thereto. The arbitrator
may grant injunctions or other relief in such dispute or controversy. The
decision of the arbitration shall be final, conclusive and binding on the
parties to the arbitration. Judgment may be entered on the arbitrator's decision
in any court having jurisdiction. Each party in such arbitration shall pay their
respective costs and expenses of such arbitration and all the reasonable
attorneys' fees and expenses of their respective counsel.
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AGREED TO AND ACCEPTED as of the date first above written.
AMERICAN ACCESS TECHNOLOGIES, INC.
By: ___________________________________
President
THE COMPANY SHAREHOLDERS:
/s/ Xxxx X. Xxxxxxx
----------------------------------
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxx X. and Xxxxxxx X. Xxxxxxx, XX
/s/ Xxxx Xxxxxxxx
----------------------------------
Xxxx Xxxxxxxx
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EXHIBIT 1.1A
Company Shares Buyer Shares
Shareholder Owned to be Received
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Xxxx X. and Xxxxxxx X. Xxxxxxx, XX 1,000 113,235
Xxxx Xxxxxxxx 1,000 113,235
Total 226,470
