Exhibit 2 Letter Agreement - re: Acquisition of Xxxxxxxx Roofing
ZENEX
COMMUNICATIONS
INC.
August 2, 2002
Hand Delivered
Xxxxxxxx Roofing & Sheet Metal, Inc.
00000 X. Xxxxxxxx Xxx.
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Re: Letter Agreement
Gentlemen:
On behalf of Zenex International, Inc. ("Zenex" or "We"), I am pleased to
confirm our acquisition of Xxxxxxxx Roofing & Sheet Metal, Inc. ("Xxxxxxxx
Roofing" or "You"). This Letter Agreement is subject to the following terms and
conditions:
1. Description of Transaction. The acquisition will be structured as a
reverse triangular merger, in which Xxxxxxxx Roofing will be the surviving
corporation in a merger with a wholly owned subsidiary of Zenex. Immediately
before the merger, Xxxxxxxx Roofing will effect a split-off of its non-operating
assets and liabilities into a new corporation. We will not acquire the
non-operating assets and liabilities of Xxxxxxxx Roofing.
As consideration for the acquisition, Zenex will issue 10.0 million shares
of its common stock and options to acquire 30.0 million shares of common stock
at an exercise price of $0.04 per share. We anticipate that both the split-off
and the merger will qualify for tax-free treatment under the Internal Revenue
Code. The acquisition will be effected by a mutually agreeable definitive
agreement containing customary representations and warranties by Xxxxxxxx
Roofing and its shareholder, customary covenants on behalf of both parties, and
a restructuring agreement addressing the separation of Xxxxxxxx Roofing's
operating and non-operating assets in the split-off.
2. Expenses. You and we will each pay our respective expenses incident to
this Letter Agreement, the definitive agreement and the transactions
contemplated hereby and thereby.
3. Disclosure. You agree that we will issue a press release announcing this
Letter Agreement. You and we agree to consult with one another regarding the
timing and content of any subsequent releases, provided that we may disclose
this Letter Agreement, the definitive agreement and other material aspects of
the acquisition in a Form 8-K and amendments thereto.
4. Broker's Fees. Except for our agreement with Benchmark Global Capital
Group, Inc., you and we have represented to each other than no brokers or
finders have been employed who would be entitled to Xxxxxxxx Roofing & Sheet
Metal, Inc. August 2, 2002 Page 2 a fee by reason of the transaction
contemplated by this Letter Agreement.
5. Miscellaneous. This Letter Agreement shall be governed by the
substantive laws of the State of Oklahoma without regard to conflict of law
principles. This Letter Agreement constitutes the entire understanding and
agreement between the parties hereto and their affiliates with respect to its
subject matter and supersedes all prior or contemporaneous agreements,
representations, warranties and understandings of such parties (whether oral or
written). No promise, inducement, representation or agreement, other than as
expressly set forth herein, has been made to or by the parties hereto. This
Letter Agreement may be amended only by written agreement, signed by the parties
to be bound by the amendment. Evidence shall be inadmissible to show agreement
by and between such parties to any term or condition contrary to or in addition
to the terms and conditions contained in this letter. This Letter Agreement
shall be construed according to its fair meaning and not strictly for or against
either party.
If these terms and conditions are acceptable to you, please so indicate by
signing and returning copy of this letter to us.
We look forward to hearing from you and to moving forward as promptly as
possible to complete this acquisition.
Sincerely yours,
/s/ Xxx Xxxxx
-------------------
Xxx Xxxxx, President
Duly executed and agreed on August 7, 2002.
Xxxxxxxx Roofing & Sheet Metal, Inc.
By: /s/Xxx Xxxxxxxx
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Xxx Xxxxxxxx, Chairman of the Board
