Exhibit 2.2
MERGER AGREEMENT
THIS MERGER AGREEMENT (the "Agreement") is entered into on March ___, 2002,
between ALL AMERICAN ACQUISITIONS ASSOCIATION, INC., a Florida corporation
("AAAA"), SAFE TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation ("Safe
Tech") and XXXXXXX.XX OF SOUTH FLORIDA, INC., a Florida corporation
("Subsidiary") which is currently a wholly owned subsidiary of Safe Tech.
The Boards of Directors of Subsidiary and AAAA believe that the merger of AAAA
with and into Subsidiary would be advantageous and beneficial and in the best
interests of AAAA and Subsidiary and their respective shareholders.
It is the intention of the parties hereto that: (i) AAAA shall be merged with
and into Subsidiary (the "Merger"), (ii) effective as of Closing, each
outstanding share of the common stock of AAAA will be converted into shares of
common stock of the Subsidiary (the "Merger Stock") such that after the Merger
the present shareholders of AAAA will own 92% of the outstanding stock of the
merged entity, and the present shareholders of Subsidiary will own 8% of the
outstanding stock of the merged entity; (iii) the issuance of the Merger Stock
will not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under applicable state securities laws, pursuant to
exemptions from such registration; and (iv) the Merger shall qualify as a
tax-free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code
of 1986, as amended (the "Code").
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and intending to be legally bound, the parties hereto agree as follows:
1. Recitals and Definitions.
(a) The foregoing RECITALS are true and correct, and are incorporated
herein and made a part hereof.
(b) For purposes of this Agreement, the terms set forth below shall
have the following meanings:
AAAA FINANCIAL STATEMENTS means the unaudited Balance Sheet of AAAA on
March 25, 2002.
SUBSIDIARY FINANCIAL STATEMENTS means the unaudited financial
statements of Subsidiary as of and for the periods ended December 31, 2001 and
March 31, 2002. In addition, Subsidiary will supply as soon as practical after
Closing audited financial statements of Subsidiary as of and for the period
ended December 31, 2001.
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CLOSING means the consummation of the transaction of events set forth
in Section 11 hereof.
CLOSING DATE means the day on which the Closing is held as set forth in
Section 7 hereof and the time that Articles of Merger are filed in accordance
with the laws of the State of Delaware.
MERGER means the merger of AAAA with and into Subsidiary which will
result in the conversion of each outstanding share of the common stock of AAAA
into shares of the Merger Stock.
2. The Merger.
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(a) Subsidiary and AAAA agree that on the Closing Date AAAA shall be
merged with and into Subsidiary, which shall be the surviving corporation.
Pursuant to the Merger, each share of common stock of AAAA issued and
outstanding immediately prior to the Closing shall, without any action on the
part of the holder thereof, be converted into shares of common stock of the
Subsidiary (the "Merger Stock ") such that the converted shares of AAAA after
the Merger total 460,000,000, representing 92% of the outstanding stock of the
Subsidiary after the Merger. No other consideration shall be payable to the AAAA
stockholders in connection with the Merger. The issuance of the Merger Stock
will not be registered pursuant to the Securities Act or applicable state
securities laws, but will be issued in reliance upon exemptions from such
registration.
(b) From and after the Closing, the Articles of Incorporation and
Bylaws of Subsidiary as in effect immediately prior to the Closing shall be the
Articles of Incorporation and Bylaws of the surviving corporation, until further
amended.
3. Representations and Warranties of Subsidiary and Safe Tech. As a material
inducement to AAAA to enter into this Agreement and consummate the transactions
contemplated hereby, Subsidiary and Safe Tech make the following representations
and warranties to AAAA. The representations and warranties are true and correct
in all material respects at this date, and will be true and correct in all
material respects on the Closing Date as though made on and as of such date.
(a) Due Organization. Subsidiary is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida.
Subsidiary has the corporate power to own its property and to carry on its
business as now presently conducted. Subsidiary is qualified to do business and
in good standing in each state where the properties owned, leased or operated,
or the business conducted, by it require such qualification.
(b) Capitalization. The authorized capitalization of Subsidiary
consists of 100 shares of $1.00 par value common stock of which 100 shares are
currently issued and outstanding. All issued and outstanding shares are duly
authorized, validly issued, fully paid and non-assessable, and have been issued
in compliance with applicable federal and state securities laws and regulations.
Except for the foregoing, there are no outstanding or presently authorized
securities, warrants, preemptive rights, subscription rights or options to issue
any of Subsidiary's securities. Prior to Closing, Subsidiary shall amend its
Articles of Incorporation to authorize 999,000,000 shares of common stock, $.001
par value, and will complete a 400,000 to 1 stock split.
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(c) Shares of Merger Stock; Nature of Transactions. The Merger Stock
will be validly and legally issued, free and clear of all liens, encumbrances,
transfer fees and preemptive rights, and will be fully paid and non-assessable.
When consummated, the transactions provided in this Agreement, including the
issuance and delivery of the Merger Stock, will constitute a tax-free
reorganization under Section 368(a)(1)(A) of the Code and will be in compliance
with all applicable State and Federal Securities laws..
(d) Subsidiary Financial Statements. Schedule 3(d) contains the
Subsidiary Financial Statements. The Subsidiary Financial Statements and
financial information contained therein present fairly the financial condition
of Subsidiary for the periods covered (subject, in the case of unaudited
statements, to normal year-end audit adjustments which will not be material to
Subsidiary, taken as a whole, in amount or effect). The Subsidiary Financial
Statements have been prepared in accordance with generally accepted accounting
principles, consistently applied. The books and records of Subsidiary, financial
and other, are in all material respects complete and correct and have been
maintained in accordance with good business and accounting practices. Prior to
closing, any amounts shown in the Subsidiary Financial Statements as receivables
from xxxxxxx.xx, Inc., or xxxxxxx.xx Services, Inc., will be written off.
(e) Undisclosed Liabilities. Subsidiary does not have any liabilities
or obligations of any nature, fixed or contingent, matured or unmatured, that
are not shown or otherwise provided for in the Subsidiary Financial Statements,
except for liabilities and obligations arising subsequent to the date of the
Subsidiary Financial Statements in the ordinary course of business, none of
which individually or in the aggregate will be materially adverse to the
business or financial condition of Subsidiary. There are no material loss
contingencies (as such term is used in Statement of Financial Accounting
Standards No. 5 of the Financial Accounting Standards Board) of Subsidiary that
are not be adequately provided for in the Subsidiary Financial Statements.
(f) Material Adverse Change. Since the date of the most recent
Subsidiary Financial Statements, the business of Subsidiary has been operated in
the ordinary course and there has not been:
(i) Any material adverse change in the business, condition
(financial or otherwise), results of operations, prospects, properties, assets,
liabilities, earnings or net worth of Subsidiary for such period or at any time
during such period.
(ii) Any material damage, destruction or loss (whether or not
covered by insurance) affecting Subsidiary or its assets, properties or
businesses.
(iii) Any declaration, setting aside or payment of any
dividend or other distribution in respect of any shares of the capital stock of
Subsidiary, or any direct or indirect redemption, purchase or other acquisition
of any such stock or any agreement to do so, other than the formation and spin
off of The Second Subsidiary Group, Inc., to the stockholders of Subsidiary.
(iv) Any issuance or sale by Subsidiary, or agreement by
Subsidiary to sell or pledge any of its securities, except as set forth in this
Agrement. No irrevocable proxies been given with respect to any securities of
Subsidiary.
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(v) Any statute, rule, regulation or order adopted by any
governmental body, agency or authority (including orders of regulatory
authorities with jurisdiction over Subsidiary) that materially and adversely
affects Subsidiary or its business or financial condition.
(vi) Any material increase in the rate of compensation or in
bonus or commission payments payable or to become payable to any of the salaried
employees of Subsidiary; provided, however, that this subsection shall not
restrict or limit Subsidiary in any way from hiring additional personnel who are
required for their operations.
(vii) Any other events or conditions of any character that may
reasonably be expected to have a materially adverse effect on Subsidiary or its
business or financial condition.
(g) Litigation. There are no actions, suits, claims, investigations or
legal, administrative or arbitration proceedings pending or, to the knowledge of
Subsidiary, threatened against Subsidiary, whether at law or in equity, or
before or by any federal, state, municipal, local, foreign or other governmental
department, commission, board, bureau, agency or instrumentality, nor does
Subsidiary know of any basis for any such action, suit, claim, investigation or
proceeding.
(h) Compliance: Governmental Authorizations. Subsidiary has complied in
all material respects with all federal, state, local or foreign laws,
ordinances, regulations and orders applicable to its business, including without
limitation, federal and state securities, banking collection and consumer
protection laws and regulations that, if not complied with, would materially and
adversely affect its businesses. Subsidiary has all federal, state, local and
foreign governmental licenses and permits necessary for the conduct of its
business. Such licenses and permits are in full force and effect. Subsidiary
knows of no violations of any such licenses or permits. No proceedings are
pending or threatened to revoke or limit the use of such licenses or permits.
(i) Tax Matters. Subsidiary has, or at the time of the Closing
hereunder will have, filed all federal, state and local tax or related returns
and reports due or required to be filed, which reports will accurately reflect
in all material respects the amount of taxes due. Subsidiary has paid all
amounts or taxes or assessments that would be delinquent if not paid as of the
date of this Agreement, and will have paid such required amounts as of the
Closing Date. There are no tax liens with respect to any properties owned by
Subsidiary.
(j) Due Authorization. This Agreement has been duly authorized,
executed and delivered by Subsidiary and constitutes a valid and binding
agreement of Subsidiary enforceable in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium, and
other similar laws relating to, limiting or affecting the enforcement of
creditors rights generally or by the application of equitable principles.
Neither the execution and delivery of this Agreement, nor the consummation of
the transactions contemplated hereby, nor compliance with any of the provisions
hereof, will violate any order, writ, injunction or decree of any court or
governmental authority, or violate or conflict with in any material respect or
constitute a default under (or give rise to any right of termination,
cancellation or acceleration under) any provisions of Subsidiary's Articles of
Incorporation or Bylaws, the terms or conditions or provisions of any note,
bond, lease, mortgage, obligation, agreement, understanding, arrangement or
restriction of any kind to which Subsidiary is a party or by which Subsidiary or
its properties may be bound, or violates any statute, law, rule or regulation
applicable to Subsidiary. No consent or approval by any governmental authority
is required in connection with the execution and delivery by Subsidiary of this
Agreement or the consummation of the transactions contemplated hereby.
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(k) Full Disclosure. Subsidiary has not, and will not have at the
Closing Date, withheld disclosure of any events, conditions, and facts of which
it may have knowledge and that may materially and adversely affect the business
or prospects of Subsidiary.
(l) Brokerage Fees. Subsidiary has not incurred, and will not incur,
any liability for brokerage or finder's fees or similar charges in connection
with this Agreement.
(m) No Approvals Required. No approval, authorization, consent, order
or other action of, or filing with, any person, firm or corporation or any
court, administrative agency or other governmental authority is required in
connection with the execution and delivery by Subsidiary of this Agreement or
the consummation of the transactions described herein
4. Representations and Warranties of AAAA. AAAA, as a material inducement to
Subsidiary to enter into this Agreement and consummate the transactions
contemplated hereby, makes the following representations and warranties to
Subsidiary and to Safe Tech, which representations and warranties are true and
correct in all material respects at this date, and will be true and correct in
all material respects on the Closing Date as though made on and as of such date.
(a) Due Organization. AAAA is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida. AAAA has
the corporate power to own its property and to carry on its business as now
presently conducted.
(b) Capitalization. The authorized capital stock of AAAA consists of
100.000,000 shares of Common Stock, of which 999 shares will be outstanding as
of the Closing Date. All of the outstanding shares of Common Stock have been
validly issued and are fully paid and non-assessable.
(c) AAAA Financial Statements. Schedule 4(c) contains the AAAA
Financial Statements. The AAAA Financial Statements and financial information
contained therein present fairly the financial condition of AAAA for the periods
covered (subject, in the case of unaudited statements, to normal year-end audit
adjustments which will not be material to AAAA, taken as a whole, in amount or
effect). The AAAA Financial Statements have been prepared in accordance with
generally accepted accounting principles, consistently applied. The books and
records of AAAA, financial and other, are in all material respects complete and
correct and have been maintained in accordance with good business and accounting
practices.
(d) Undisclosed Liabilities. AAAA does not have any liabiliti es or
obligations of any nature, fixed or contingent, matured or unmatured, that are
not shown or otherwise provided for in the AAAA Financial Statements, except for
liabilities and obligations arising subsequent to the date of the AAAA Financial
Statements in the ordinary course of business, none of which individually or in
the aggregate will be materially adverse to the business or financial condition
of AAAA. There are no material loss contingencies (as such term is used in
Statement of Financial Accounting Standards No. 5 of the Financial Accounting
Standards Board) of AAAA that are not be adequately provided for in the AAAA
Financial Statements.
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(e) Material Adverse Change. Since the date of the most recent AAAA
Financial Statements, the business of AAAA has been operated in the ordinary
course and there has not been:
(i) Any material adverse change in the business, condition
(financial or otherwise), results of operations, prospects, properties, assets,
liabilities, earnings or net worth of AAAA for such period or at any time during
such period.
(ii) Any material damage, destruction or loss (whether or not
covered by insurance) affecting AAAA or its assets, properties or businesses.
(iii) Any statute, rule, regulation or order adopted by any
governmental body, agency or authority (including orders of regulatory
authorities with jurisdiction over AAAA) that materially and adversely affects
AAAA or its business or financial condition.
(iv) Any material increase in the rate of compensation or in
bonus or commission payments payable or to become payable to any of the salaried
employees of AAAA; provided, however, that this subsection shall not restrict or
limit AAAA in any way from hiring additional personnel who are required for
their operations.
(vii) Any other events or conditions of any character that may
reasonably be expected to have a materially adverse effect on AAAA or its
business or financial condition.
(f) Litigation. There are no actions, suits, claims, investigations or
legal, administrative or arbitration proceedings pending or, to the knowledge of
AAAA, threatened against AAAA, whether at law or in equity, or before or by any
federal, state, municipal, local, foreign or other governmental department,
commission, board, bureau, agency or instrumentality, nor does AAAA know of any
basis for any such action, suit, claim, investigation or proceeding.
(g) Compliance: Governmental Authorizations. AAAA has complied in all
material respects with all federal, state, local or foreign laws, ordinances,
regulations and orders applicable to its business, including without limitation,
federal and state securities, banking collection and consumer protection laws
and regulations that, if not complied with, would materially and adversely
affect its businesses. AAAA has all federal, state, local and foreign
governmental licenses and permits necessary for the conduct of its business.
Such licenses and permits are in full force and effect. AAAA knows of no
violations of any such licenses or permits. No proceedings are pending or
threatened to revoke or limit the use of such licenses or permits.
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(h) Tax Matters. AAAA has, or at the time of the Closing hereunder will
have, filed all federal, state and local tax or related returns and reports due
or required to be filed, which reports will accurately reflect in all material
respects the amount of taxes due. AAAA has paid all amounts or taxes or
assessments that would be delinquent if not paid as of the date of this
Agreement, and will have paid such required amounts as of the Closing Date.
There are no tax liens with respect to any properties owned by AAAA.
(i) Due Authorization. This Agreement has been duly authorized,
executed and delivered by AAAA and constitutes a valid and binding agreement of
AAAA enforceable in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, moratorium, and other similar laws
relating to, limiting or affecting the enforcement of creditors rights generally
or by the application of equitable principles. Neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, nor compliance with any of the provisions hereof, will
violate any order, writ, injunction or decree of any court or governmental
authority, or violate or conflict with in any material respect or constitute a
default under (or give rise to any right of termination, cancellation or
acceleration under) any provisions of AAAA's Articles of Incorporation or
Bylaws, the terms or conditions or provisions of any note, bond, lease,
mortgage, obligation, agreement, understanding, arrangement or restriction of
any kind to which AAAA is a party or by which AAAA or its properties may be
bound, or violates any statute, law, rule or regulation applicable to AAAA. No
consent or approval by any governmental authority is required in connection with
the execution and delivery by AAAA of this Agreement or the consummation of the
transactions contemplated hereby.
(j) Full Disclosure. AAAA has not, and will not have at the Closing
Date, withheld disclosure of any events, conditions, and facts of which it may
have knowledge and that may materially and adversely affect the business or
prospects of AAAA.
(k) Brokerage Fees. AAAA has not incurred, and will not incur, any
liability for brokerage or finder's fees or similar charges in connection with
this Agreement.
(l) No Approvals Required. No approval, authorization, consent, order
or other action of, or filing with, any person, firm or corporation or any
court, administrative agency or other governmental authority is required in
connection with the execution and delivery by AAAA of this Agreement or the
consummation of the transactions described herein other than any approvals which
will have been, or will be prior to Closing,,obtained.
5. Covenants and Related Agreements. The parties covenant and agree as follows:
(a) Conduct of Business. From the date hereof through the date of the
Closing, Subsidiary and AAAA shall conduct their respective businesses in the
ordinary course and in material compliance with all requirements of law to which
they are subject, and shall keep their respective business and properties
substantially intact. Subsidiary and AAAA shall promptly notify each other of
any lawsuit, claims, proceedings or investigations which after the date hereof
are threatened or commenced against it or against any officer, director,
employee, affiliate or consultant of it, with respect to the transactions
contemplated hereby or which reasonably could be expected to have a material
adverse effect. Neither AAAA nor Subsidiary shall issue, commit to issue, redeem
or purchase, or amend the terms of, any of its capital stock after the date
hereof. AAAA and Subsidiary undertake and agree to take no action which would
cause the Merger to fail to qualify as a reorganization within the meaning of
Section 368(a)(1)(A) of the Code, and agree that they will file no tax returns
or otherwise take a position inconsistent with such tax treatment.
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(b) Shareholder Approval. At the earliest practicable date following
the date hereof, AAAA shall obtain its shareholders' approval adopting this
Agreement and approving the Merger.
(c) Establishment of Public Trading Market. Within not more than120
days of Closing, new management of the merged entity will prepare and file, at
their expense,and such Registration Statements and related filings as may be
necessary to establish a public trading market for the merged entity' s common
stock.
(d) Spin Off to Safe Tech Shareholders. Prior to the time a trading
market is established for the common stock of the Subsidiary, Safe Tech will
take such actions as necessary to distribute to its shareholders, pro rata,
shares of the common stock of Subsidiary equal to 3% of the outstanding stock of
the Subsidiary after the Merger. THE SFAD SHAREHOLDERS WILL BE REQUIRED TO PAY
THE COST OF ISSUANCE IF THEY WISH TO RECEIVE PHYSICAL DELIVERY OF THEIR SHARE
CERTIFICATES. IN ORDER TO PRESERVE AN ORDERLY MARKET FOR THE SUBSIDIARY'S STOCK,
WHEN A TRADING MARKET IS ESTABLISHED, ANY SHARES IN EXCESS OF 18,000 DISTRIBUTED
TO A SFAD SHAREHOLDER WILL BE RESTRICTED SUCH THAT THEY CANNOT BE SOLD PRIOR TO
ONE YEAR FROM THE DATE OF ISSUANCE. IN ORDER TO ENFORCE THIS RESTRICTION, THE
CERTIFICATES SO RESTRICTED SHALL BEAR A LEGEND SUBSTANTIALLY AS FOLLOWS:
The shares represented by this certificate have been issued pursuant to
the terms and conditions of a Merger Agreement between the Company and
All American Acquisitions Association, Inc., and cannot be sold or
otherwise transferred until one year from the date of issuance without
the prior written consent of the Company.
(e) Lock Up and Leak Out Agreement. Each of the Shareholders of AAAA
hereby agree that they will make no sales, transfers, pledges, hypothecations,
or other dispositions of the merged entity's stock received by them in the
Merger or upon distribution of the merged entity's stock from Safe Tech to its
shareholders, for a period of one year after the date the merged entity's stock
is first trading in a public market. Safe Tech hereby agrees that it will limit
its sales of the merged entity's stock to $250,000 of net proceeds until one
year after the date the merged entity's stock is first trading in a public
market, unless prior written consent for additional sales is received from the
merged entity or its designee. Any such sales made by Safe Tech will require a
duplicate confirmation of sale to be delivered to the merged entity or its
designee.
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(f) Referral Fee to Safe Xxxx.Xx consideration of its referral of the
Subsidiary for merger, AAAA will deliver to Safe Tech at Closing a promissory
note in the amount of $100,000. The Note shall only be payable, in full, 90 days
after a trading market first exists for the merged entity's stock, and shall be
personally guaranteed by Xxxxxx Xxxxxxx.
6. Due Diligence and Termination. Subsidiary and AAAA each shall be entitled to
conduct, and all of the parties agree to cooperate in the conduct of, such due
diligence as Subsidiary or AAAA may wish to conduct prior to and on the Closing
Date to verify the truth, accuracy and completeness of representations and
warranties of the other parties to this Agreement.
7. Closing Date. Both parties will diligently and continuously pursue the
actions required to close the Merger as soon as possible, but in no event later
than March 31, 2002 (the "Closing Date"). The Closing Date may be extended only
by mutual written consent of all parties to this Agreement.
8. Conditions Precedent to Obligations of AAAA. All obligations of AAAA under
this Agreement are subject to the fulfillment, prior to or on the Closing Date
(unless otherwise stated herein), of each of the following conditions, any one
or all of which may be waived by AAAA:
(a) The shareholders of AAAA shall have approved the execution of this
Agreement and the Merger thereby.
(b) The representations and warranties made by Subsidiary contained in
this Agreement or in any certificate or document delivered to AAAA pursuant to
the provisions hereof at the Closing shall be true in all material respects at
and as of the time of the Closing as though such representations and warranties
were made at and as of such time.
(c) Subsidiary shall have performed and complied in all material
respects with all covenants, agreements and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing.
(d) Any Due Diligence Examination by AAAA prior to the Closing Date
shall not have resulted in the discovery of any materially adverse
information(the existence of materially adverse information shall be detrermined
in the sole discretion of AAAA) concerning the business, condition (financial or
otherwise), results of operations, prospects, properties, assets, liabilities,
earnings or net worth of Subsidiary.
9. Conditions Precedent to Obligations of Subsidiary. All obligations of
Subsidiary under this Agreement are subject to the fulfillment, prior to or on
the Closing Date, of each of the following conditions, any one or all of which
may be waived in writing by Subsidiary:
(a) The shareholders of AAAA shall have approved the execution of this
Agreement and the Merger thereby.
(b) The representations and warranties made by AAAA contained in this
Agreement or in any certificate or document delivered to Subsidiary pursuant to
the provisions hereof at the Closing shall be true in all material respects at
and as of the time of the Closing as though such representations and warranties
were made at and as of such time.
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(c) AAAA shall have performed and complied in all material respects
with all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
(d) Any Due Diligence Examination by Subsidiary prior to the Closing
Date shall not have resulted in the discovery of any materially adverse
information concerning the business, condition (financial or otherwise), results
of operations, prospects, properties, assets, liabilities, earnings or net worth
of AAAA.
10. Nature of Representations and Warranties. All of the parties hereto are
executing and carrying out the provisions of this Agreement in reliance on the
representations, warranties, covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for, and any
investigation that they might have made or any other representations,
warranties, covenants, agreements, promises or information, written or oral,
made by the other party or parties or any other person shall not be deemed a
waiver of any breach of any such representation, warranty, covenant or
agreement.
11. Closing. At the Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
(a) AAAA will deliver, or cause to be delivered, to Subsidiary the
following:
(i) All corporate records of AAAA, including without
limitation corporate minute books (which shall contain copies of the Articles of
Incorporation and Bylaws, as amended to the Closing Date), stock books, stock
transfer books, corporate seals, and such other corporate books and records as
may reasonably be requested by Subsidiary and its counsel.
(ii) A Certificate of Status from the Secretary of State of
Florida, dated within 30 days of the Closing Date, to the effect that AAAA is in
active status under the laws of the State fo Florida.
(iii) Copies of resolutions of the Board of Directors and
Shareholders of AAAA authorizing the transactions contemplated under this
Agreement.
(iv) Such documents as may be needed to accomplish the Merger
under the corporate laws of the State of Florida.
(v) Such other instruments, documents and certificates, if
any, as are required to be delivered pursuant to the provisions of this
Agreement or that may be reasonably requested in furtherance of the provisions
of this Agreement.
(b) Subsidiary will deliver or cause to be delivered to AAAA:
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(i) Stock issuance instructions to Subsidiary's transfer agent
for the conversion of AAAA common stock to Subsidiary Common Stock, within five
business days after the Closing Date.
(ii) A Certificate of Status for Subsidiary from the Secretary
of State of Florida, dated within 30 days of the Closing Date, to the effect
that such corporation is in active status under the laws of Florida.
(iii) Copies of resolutions of the Board of Directors of
Subsidiary authorizing the transactions contemplated under this Agreement.
(iv) Such documents as may be needed to accomplish the Merger
under the corporate laws of the State of Florida.
(v) Resignations of all directors of Subsidiary, except for
one director designated by Subsidiary to remain on the Board of Directors,
election by the remaining director of replacement directors, as designated by
AAAA, to serve until the next election of directors by the shareholders of the
merged entity, and the resignations of all officers of Subsidiary, except for
any officers which the new Board of Directors may wish to retain.
(vi) Such other instruments, documents and certificates, if
any, as are required to be delivered pursuant to the provisions of this
Agreement, or that may be reasonably requested in furtherance of the provisions
of this Agreement.
12. Miscellaneous.
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(a) Further Assurances. At any time, and from time to time, after the
Closing, each party will execute such additional instruments and take such
further action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
(b) Time. Time is of the essence.
(c) Survival of Representations. All covenants and agreements made
herein shall survive the Closing through all applicable statutes of limitation.
All covenants and agreements by or on behalf of the parties hereto that are
contained or incorporated in this Agreement shall bind and inure to the benefit
of the successors and assigns of all parties hereto.
(d) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof. It
supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.
(e) Amendment. This Agreement may not be amended, supplemented or
modified in whole or in part except by an instrument in writing signed by the
party or parties against whom enforcement of any such amendment, supplement or
modification is sought.
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(f) Choice of Law. This Agreement shall be interpreted, construed and
enforced in accordance with the laws of the State of Florida.
(g) Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this agreement.
(h) Construction. The parties hereto and their respective legal counsel
participated in the preparation of this Agreement; therefore, this Agreement
shall be construed neither against nor in favor of any of the parties hereto,
but rather in accordance with the fair meaning thereof.
(i) Effect of Waiver. The failure of any party at any time or times to
require performance of any provision of this Agreement will in no manner affect
the right to enforce the same. The waiver by any party of any breach of any
provision of this Agreement will not be construed to be a waiver by any such
party of any succeeding breach of that provision or a waiver by such party of
any breach of any other provision.
(j) Severability. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
(k) Enforcement. Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Agreement, the
successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs. The parties hereto acknowledge and agree
that any party's remedy at law for a breach or threatened breach of any of the
provisions of this Agreement would be inadequate and such breach or threatened
breach shall be per se deemed as causing irreparable harm to such party.
Therefore, in the event of such breach or threatened breach, the parties hereto
agree that, in addition to any available remedy at law, including but not
limited to monetary damages, an aggrieved party shall be entitled to obtain
equitable relief in the form of specific enforcement, temporary restraining
order, temporary or permanent injunction, or any other equitable remedy that may
then be available to the aggrieved party.
(l) Binding Nature. This Agreement will be binding upon and will inure
to the benefit of any successor or successors of the parties hereto.
(m) No Third-Party Beneficiaries. No person shall be deemed to possess
any third-party beneficiary right pursuant to this Agreement. It is the intent
of the parties hereto that no direct benefit to any third party is intended or
implied by the execution of this Agreement.
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(n) Press Releases and Announcements; Prohibition against Trading in
Safe Tech Stock. Upon execution of this Agreement, Safe Tech will prepare,
submit to AAAA for review, and issue a press release or announcement relating to
the subject matter of this Agreement. AAAA and its principals acknowledge that
the United States Securities Laws prohibit any person who has received material
non-public information concerning the matters which are the subject matter of
this Agreement from purchasing or selling the securities of Safe Tech, or from
communicating such information to any person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase or sell securities
of Safe Tech, until the information has become publicly available. Accordingly,
AAAA and its principals agree that they will not purchase or sell any securities
of Safe Tech, or communicate such information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely
to purchase or sell securities of Safe Tech, until no earlier than 72 hours
following the dissemination of a Current Report by Safe Tech on Form 8-K to the
SEC announcing the proposed Merger pursuant to this Agreement.
(o) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.
(p) Execution by Fax. This Agreement may be executed and accepted by
facsimile signature and any such signature shall be of the same force and effect
as an original signature.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
SAFE TECHNOLOGIES INTERNATIONAL, INC.
By:__________________________________
Xxxxxxx Xxxxxx, President
XXXXXXX.XX OF SOUTH FLORIDA, INC.
By:__________________________________
__________________________, President
ALL AMERICAN ACQUISITIONS ASSOCIATION, INC.
By:__________________________________
Xxxxxx Xxxxxxx, President
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The following shareholders of AAAA hereby join in this Agreement for the
purposes of agreeing to the provisions of Section 5 hereof.
--------------------------- --------------------------
Xxxxxx Xxxxxxx
--------------------------- --------------------------
--------------------------- --------------------------
List of Schedules:
Schedule 3(d) - Subsidiary Financial Statements
Schedule 4(c) - AAAA Financial Statements
ADDENDUM TO MERGER AGREEMENT
This Addendum is entered into on April __, 2002, supplementing the terms of the
Merger Agreement dated March 25, 2002 (the "Merger Agreement") between All
American Acquisitions Association, Inc., a Florida corporation ("AAAA"), Safe
Technologies International, Inc., a Delaware corporation ("Safe Tech") and
Xxxxxxx.xx of South Florida, Inc., a Florida corporation ("Subsidiary") which is
a wholly owned subsidiary of Safe Tech.
The Merger Agreement is hereby clarified as follows:
In Section 3(f)(iii), the last phrase, beginning "other than" is hereby deleted.
In Section 5(d), the second sentence is modified, for clarification, to read as
follows:
In order to preserve an orderly market for the Subsidiary's stock, when
a trading market is established, any shares in excess of 1,000,000
distributed to a SFAD shareholder will be restricted such that they
cannot be sold prior to one year from the date of issuance.
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In Section 5(d), the following sentences are added:
All costs of the distribution of the Subsidiary shares will be borne by
the Subsidiary after the Merger, including shareholder notification
costs and distribution set-up costs, which may be incurred by the
transfer agent, and any costs of printing and distributing actual stock
certificates. The shareholders receiving the distribution may be
required to pay the cost of issuing their certificate if they wish to
receive physical delivery of their share certificates.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date set
forth above.
SAFE TECHNOLOGIES INTERNATIONAL, INC.
By:__________________________________
Xxxxxxx Xxxxxx, President
XXXXXXX.XX OF SOUTH FLORIDA, INC.
By:__________________________________
__________________________, President
ALL AMERICAN ACQUISITIONS ASSOCIATION, INC.
By:__________________________________
Xxxxxx Xxxxxxx, President
15
