EXHIBIT 2.1
AGREEMENT FOR THE ACQUISITION
OF CERTAIN ORDINARY SHARES AND RIGHTS
OF DISTECH LIMITED BY LIQUITEK ENTERPRISES, INC
TABLE OF CONTENTS
PAGE
RECITALS......................................................................................... 1
ARTICLE I - THE REORGANIZATION................................................................... 3
ARTICLE II - EXCHANGE OF SHARES.................................................................. 6
ARTICLE III - TAKEOVER OFFER FOR REMAINING DISTECH SHARES ....................................... 7
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF LIQUITEK.......................................... 16
ARTICLE V - REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS....................................... 25
ARTICLE VI - MISCELLANEOUS....................................................................... 27
EXHIBITS:
Schedule of DISTECH Stockholders............................................................ "A"
DISTECH Board Resignations.................................................................. "B"
DISTECH Notice of Annual General Meeting ................................................... "C"
LIQUITEK certificate of Secretary; Appointment to Board .................................... "D"
Power of Attorney to Distech Representative................................................. "E"
Representation Certificate.................................................................. "F"
Legal Opinion of LIQUITEK Counsel........................................................... "G"
Legal Opinion of Stockholders and Rightholders Counsel..................................... "H"
Schedule of Exceptions of LIQUITEK.......................................................... "I"
Resolutions of LIQUITEK--Authorization...................................................... "J"
Financial Statements of LIQUITEK............................................................ "K"
LIQUITEK Annual Report ..................................................................... "L"
LIQUITEK Proxy Statement ................................................................... "M"
Patents, Trademarks, Service Marks of LIQUITEK ............................................. "N"
LIQUITEK Insurance Policies ................................................................ "O"
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AGREEMENT FOR THE ACQUISITION OF
CERTAIN ORDINARY SHARES AND RIGHTS
OF DISTECH LIMITED BY LIQUITEK ENTERPRISES, INC
THIS AGREEMENT is dated as of the 30th day of November, 2000, by and
among the common stockholders (the "Stockholders") of DISTECH LIMITED
("DISTECH"), whose names are listed in Exhibit "A," a copy of which is attached
hereto and incorporated herein by this reference, and LIQUITEK ENTERPRISES, INC
("LIQUITEK"), a Nevada corporation.
RECITALS:
A. WHEREAS, the Stockholders together own, beneficially and of record,
the issued and outstanding ordinary shares of DISTECH (hereinafter the ordinary
shares are referred to as the "Distech Shares") as set forth in the schedule
attached hereto as Exhibit "A" and incorporated herein by this reference; and
B. WHEREAS, the Stockholders together own, beneficially and of record,
the issued and outstanding warrants ("Distech Warrants") to purchase ordinary
shares of DISTECH (hereinafter the warrants to purchase ordinary shares of
DISTECH are referred to as the "Distech Warrants") as set forth in Exhibit "A"
hereto; and
C. WHEREAS, LIQUITEK desires to acquire from the Stockholders the
Distech Shares owned by them solely in exchange for an aggregate of 11,359,593
shares of the common stock of LIQUITEK (the "Liquitek Shares"); and
D. WHEREAS, LIQUITEK desires to acquire from the Stockholders all of
their Distech Warrants to purchase an aggregate of 48,022 Distech Shares solely
in exchange for warrants of like tenor to purchase 144,066 shares of the common
stock of LIQUITEK (the "Liquitek Warrants"); and
E. WHEREAS, the Stockholders desire to exchange their Distech Shares
for the Liquitek Shares, the number of the Distech Shares being surrendered and
the number of Liquitek Shares being received by the Stockholders are as set
forth in Exhibit "A" hereto (the mutual exchange of which between the parties is
hereinafter referred to as the "Reorganization"); and
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F. WHEREAS, the Stockholders desire to exchange their Distech Warrants
for the Liquitek Warrants, the number of the Distech Warrants being surrendered
and the number of Liquitek Warrants being received by the Stockholders are as
set forth in Exhibit "A" hereto; and
G. WHEREAS, LIQUITEK is acting through XXXXXX X. XXXXX ("XXXXX"), its
Chairman of the Board, as authorized by LIQUITEK's Board of Directors, and the
Stockholders are acting through XXXXXX X.X. XXXX ("XXXX"), a member of the Board
of Directors and the Chief Executive Officer of DISTECH (XXXX is sometimes
referred to as the "Distech Representative"); and
H. WHEREAS, the parties hereto desire to set forth the definitive terms
and conditions upon which the Stockholders shall exchange with LIQUITEK, and
LIQUITEK shall exchange with the Stockholders, the Distech Shares and Distech
Warrants owned by each of them for Liquitek Shares and Liquitek Warrants; and
I. WHEREAS, it is intended that DISTECH, LIQUITEK, and their respective
stockholders will recognize no gain or loss for U.S. federal income tax purposes
under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations promulgated thereunder as a result of the
Reorganization; and
J. WHEREAS, DISTECH and LIQUITEK have previously entered into a letter
of intent dated June 20, 2000, have had various discussions regarding changes to
the LOI, although no amendment to the LOI was ever signed, and this Agreement is
intended to supersede all prior agreements, whether written or oral; and
K. WHEREAS, the parties hereto have entered into or may enter into
other agreements simultaneously with the execution of this Agreement which are
not intended to influence the tax-free result of exchange of the Distech Shares
for the Liquitek Shares and the exchange of the Distech Warrants for the
Liquitek Warrants; and
L. WHEREAS, LIQUITEK has agreed that subsequent to the Closing of this
Agreement an offer to exchange additional Liquitek Shares, Liquitek Warrants,
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options to purchase Liquitek Shares for additional Distech Shares, Distech
Warrants, and options to purchase Distech Shares on the same terms as this
Agreement will be made to holders of all other DISTECH securities (the
"Remaining Stockholders").
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual representations, warranties, covenants and agreements contained herein,
and in accordance with the applicable provisions of state law, the parties
hereto covenant and agree as follows:
ARTICLE I
THE REORGANIZATION
1.1 THE REORGANIZATION. On and as of the Closing (as defined in Section
1.3 below) of this Agreement, the Stockholders shall surrender all of the
Distech Shares in exchange for the Liquitek Shares in the amounts set forth in
Exhibit "A." On and as of the Closing (as defined in Section 1.3 below) of this
Agreement, the Stockholders shall surrender all of the Distech Warrants in
exchange for the Liquitek Warrants in the amounts set forth in Exhibit "A." The
transactions contemplated hereby are intended to qualify as a tax-free
reorganization under Section 368(a)(1)(B) of the Code and the regulations
promulgated thereunder and the parties hereto agree to report them as such.
1.2 ESCROW. The parties shall establish an escrow (the "Escrow") with
Xxxxxx, Xxxxxxx & Xxxxxxx, counsel to LIQUITEK, at 0 Xxxx Xxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxxxx 00000 (the "Escrow Holder") to facilitate the Reorganization
as further set forth herein.
1.3 CLOSING. The closing of the Reorganization (the "Closing") shall
take place (i) at the offices of Xxxxxx, Xxxxxxx & Xxxxxxx, counsel to LIQUITEK,
at 0 Xxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000 at 2:00 p.m., local time,
on December 5, 2000 or the date five working days after satisfaction of the
condition specified in Section 6.12 of this Agreement whichever is the later; or
(ii) at such other time and place and on such other date as the Distech
Representative, DISTECH, and LIQUITEK agree (the "Closing Date"). The parties
agree that if the Closing occurs on December 5, 2000, the close of business on
November 30, 2000 shall be the "Effective Date" of the Reorganization.
1.4 TAKING OF NECESSARY ACTIONS. The Stockholders agreed that the
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Distech Representative may on their behalf take all such actions as may be
reasonably necessary or appropriate in order to effectuate the transactions
contemplated hereby and to make the Reorganization effective as of the Effective
Date. If at any time after the Effective Date any further action is necessary or
desirable to carry out the purposes of this Agreement and to vest LIQUITEK with
full title to the Distech Shares, the Distech Representative, on behalf of the
Stockholders, and LIQUITEK, at the expense of LIQUITEK, shall take all such
necessary or appropriate action. To effect the intents and purposes of this
Agreement, the following actions shall be taken at the Closing, shall be deemed
to occur simultaneously, and the accomplishment of which actions by the parties
whose duty it is to perform such actions is duly acknowledged by the execution
of this Agreement by the parties hereto:
1.4.1 ELECTION OF NEW DISTECH BOARD; APPOINTMENTS TO THE
LIQUITEK BOARD. As a condition to the Closing, the current members of the Board
of Directors of DISTECH other than XXXX, O. XXX XXXX ("XXXX"), and XXXXXXXXXXX
X. XXXXXX ("XXXXXX") shall resign as members of the Board of Directors of
DISTECH, as evidenced by letters of resignation in the form of Exhibit "B," and
XXXX, XXXX and XXXXXX, as the remaining DISTECH Board members shall take such
steps as are required to put to the annual meeting of DISTECH shareholders to be
held on December 14, 2000 (a copy of the Notice of Meeting being attached hereto
as Exhibit "C") resolutions to elect the following persons to fill the vacancies
on the DISTECH Board of Directors: XXXXX, XXXXXX X.X. XXXXX, and XXXX X. XXXXX.
The Resigning Directors shall have the right to continue to serve as advisors to
the DISTECH Board of Directors for a period of 24 months after the Closing Date,
during which period they shall be entitled to notice of and attendance at the
meetings of the DISTECH Board of Directors. As an additional condition to the
Closing, XXXXX X. XXXXXXX shall resign as a member of the Board of Directors of
LIQUITEK, and XXXX and XXXX shall be elected to fill the two then existing
vacancies on the LIQUITEK Board of Directors. Attached hereto as Exhibit "D" is
the form of certificate to be given by the secretary of LIQUITEK evidencing the
adoption of resolutions electing XXXX and XXXX to the LIQUITEK Board of
Directors.
1.4.2 CAPITAL CONTRIBUTIONS TO DISTECH; RESCISSION RIGHTS.
LIQUITEK, as the parent company of DISTECH from the Closing, will from the
Closing provide DISTECH with such financial support as is required for DISTECH's
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ongoing operations in accordance with the budgets agreed to between DISTECH and
LIQUITEK. The parties acknowledge that LIQUITEK has undertaken to raise a
minimum of U.S. $5,000,000 over the next four months to be used as additional
capital for the benefit of DISTECH and the other subsidiary operations of
LIQUITEK. The parties agree that if LIQUITEK has not raised a minimum of U.S.
$2,500,000 on or before March 31, 2001 and an additional U.S. $2,500,000 on or
before June 30, 2001, a majority in interest of the Stockholders, acting through
the Distech Representative, shall have the right to notify LIQUITEK of their
intention to rescind this Agreement in accordance with the provisions for notice
in Section 6.6 below. If, after the notice of rescission is duly served,
LIQUITEK has not raised U.S. $2,500,000 on or before June 30, 2001 or U.S.
$5,000,000 on or before September 30, 2001, then the Escrow Holder shall return
the Distech Shares to the Stockholders and the Liquitek Shares to LIQUITEK for
cancellation. Further, the Chief Financial Officer of LIQUITEK shall send a
certificate (the "CFO's Certificate") to the Escrow Holder certifying the amount
of money advanced by LIQUITEK to DISTECH from the date of the LOI through June
30, 2001 or September 30, 2001, as the case may be. Upon receipt of the CFO's
Certificate, the Escrow Holder shall prepare a promissory note (the "Distech
Note") payable by DISTECH to LIQUITEK with the principal amount of the Distech
Note being the amount set forth in the CFO's Certificate. The Distech Note shall
bear interest at the rate of 6% per annum, and principal and all interest
thereon shall be due and payable by DISTECH 12 months from the date of the CFO's
Certificate. If the Distech Note is not paid on maturity, the accrued interest
and a late payment fee equal to 6% of the principal amount of the Distech Note
shall be added to the principal of the Distech Note, the default interest rate
shall be 12%, the Distech Note shall thereafter be payable in 12 equal monthly
installments of principal and interest, and default in any monthly payment shall
give LIQUITEK the right to declare the maturity of the Distech Note to be
immediately accelerated. The execution and delivery of the Distech Note by the
Distech Representative shall be a condition precedent to the Escrow Holder's
obligation to return the Distech Shares to the Stockholders. Any dispute
regarding the amount of the Distech Note shall be resolved through binding
arbitration as set forth in Section 6.5 below. If, in arbitration, the principal
amount of the Distech Note is determined to be at least 5% less than the amount
set forth in the CFO's certificate, the original maturity date of the Distech
Note shall be extended to a date 12 months from the date that a decision is
rendered in the arbitration. If any of the Stockholders has sold any Liquitek
Shares prior to the rescission, the Distech Shares attributable to such sold
Liquitek Shares shall be delivered to LIQUITEK and LIQUITEK shall be
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deemed to be the owner of such Distech Shares for all purposes.
1.4.3 POWER OF ATTORNEY. The Distech Representative shall
deliver to LIQUITEK a power of attorney in the form attached hereto as Exhibit
"E," providing for the appointment of the Distech Representative as
attorney-in-fact for the individual Stockholders to effect the exchange of
certificates of the Distech Shares for the Liquitek Shares, the Distech Warrants
for the Liquitek Warrants, and to take such other actions at the Closing as may
be necessary to consummate this Agreement. Each of the Stockholders shall
execute and deliver to the Escrow Holder a copy of Exhibit "E" together with
their signature and delivery of this Agreement to LIQUITEK.
1.4.4 DELIVERY OF EXECUTED AGREEMENT, DISTECH SHARES, AND
DISTECH WARRANTS. The Stockholders, on their own behalf or through the Distech
Representative, shall deliver their Distech Shares, Distech Warrants, an
executed copy of this Agreement, a Representation Certificate in the form
attached hereto as exhibit "F" and an executed copy of the Power of Attorney
attached hereto as Exhibit "E" to the Escrow Holder prior to the Closing. If the
Closing does not occur on or before December 31, 2000, the Escrow Holder shall
return the executed copy of this Agreement, the Distech Shares, and the Distech
Warrants to the Distech Representative.
1.4.5 LOCK-UP OF LIQUITEK SHARES. The Stockholders shall have
the option to participate in a registration statement to be filed under the
Securities Act of 1933 within four months of the Closing Date on Form S-3 (the
"Registration Statement"). The parties acknowledge that LIQUITEK is obligated to
file the Registration Statement within four months of the Closing Date and
diligently pursue the effectiveness of the Registration Statement, but that
LIQUITEK cannot guarantee the timing of the declaration of effectiveness (the
"Registration Date") of the Registration Statement by the Securities and
Exchange Commission, which declaration of effectiveness is a condition precedent
to the ability of any of the Stockholders to sell any Liquitek Shares covered by
the Registration Statement. The Stockholders who include their Liquitek Shares
in the Registration Statement shall be subject to lock-up agreements between
them and LIQUITEK. The lock-up agreements will apply from the earlier of the
Registration Date or the date three months after the completion of the audit of
DISTECH's financial statements required for LIQUITEK's Current Report on Form
8-K and the Registration Statement (the "Commencement Date"). Under the lock-up
agreements the Stockholders will be
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permitted to sell their Liquitek Shares as follows:
NUMBER OF DAYS PERCENTAGE OF SHARES
FROM COMMENCEMENT DATE ELIGIBLE FOR SALE
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0-180 days 25%
181-365 days 25%
366-545 days 25%
546 days and thereafter 25%
No further restrictions shall apply to the Liquitek Shares held by Stockholders
participating in the Registration Statement 546 days after the Registration
Date. The Stockholders electing to participate in the Registration Statement
shall so indicate on the signature page of this Agreement by initialing the
space opposite their respective signatures. Any of the Stockholders who elect
not to be included in the Registration Statement shall be eligible to sell their
Liquitek Shares in accordance with the provisions of Rule 144 promulgated under
the Securities Act of 1933 one year from the Closing Date, in the case of the
Stockholders, and one year from the exercise date of their Liquitek Warrants .
If the Distech Representative notifies the Escrow Holder of the intention of the
Stockholders to rescind this Agreement under the terms and condition set forth
in Section 1.4.2 above, the Stockholders shall not have the right to transfer
any of their LIQUITEK shares and the Escrow Holder shall be required to retain
all of the Liquitek Shares in the Escrow pending the completion of the
rescission. In the event that while the lock-up agreements are applicable:
(a) any offer is made for or any transfer is completed in
respect of 20% or more of the outstanding shares in LIQUITEK by any existing
stockholder(s) of LIQUITEK who is/are an affiliate (other than sales to the
public in a "broker's transaction" as defined in Rule 144 promulgated under the
Securities Act of 1933) in one transaction, the Stockholders will be released
from any remaining restrictions on them under the lock-up agreements; and
(b) any takeover offer is received for LIQUITEK, LIQUITEK will
use all reasonable endeavours to procure that the Stockholders are able to
participate in the offer on the same terms as the other stockholders of
LIQUITEK.
1.4.6 DUE DILIGENCE BY THE PARTIES. At the Closing, LIQUITEK
will deliver to the Distech Representative a certificate acknowledging that
LIQUITEK and its agents, attorneys, and representatives have had full and free
access to the
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properties, books, and records of DISTECH for purposes of conducting
investigations of the DISTECH business and the satisfactory results of their
due diligence review. At the Closing, the Distech Representative will deliver
to LIQUITEK a certificate acknowledging that the Stockholders and the agents,
attorneys, and representatives acknowledge that they have had full and free
access to the properties, books, and records of LIQUITEK for purposes of
conducting investigations of the LIQUITEK business and the satisfactory
results of their due diligence review.
1.4.7 LEGAL OPINIONS. At the Closing, counsel to LIQUITEK
shall deliver an opinion of counsel pertaining to good standing, authorization
and valid issuance of the LIQUITEK Shares, the capitalization, the due
authorization of the Reorganization, and such other matters as are customary in
transactions of this type, in the form of Exhibit "G," a copy of which is
attached hereto. At the Closing, counsel to the Stockholders shall deliver an
opinion of counsel pertaining to good standing, authorization and valid issuance
of the Distech Shares, the capitalization, and such other matters as are
customary in transactions of this type, in the form of Exhibit "H," a copy of
which is attached hereto.
1.4.8 CONFIDENTIALITY. The parties acknowledge that they have
entered into mutual non-disclosure and confidentiality agreements preventing the
parties from disclosing and requiring the parties to maintain the
confidentiality of proprietary business and technical information relating to
the other party. The parties agree not to disclose any information concerning
the Reorganization to anyone other than their legal counsel, financial advisors,
and other professionals working on the Reorganization without the consent of the
other parties, which consent will not be withheld unreasonably. The parties'
obligations of confidentiality are intended to survive termination of this
Agreement.
ARTICLE II
EXCHANGE OF SHARES AND RIGHTS
2.1 EXCHANGE OF SHARES. Subject to the terms and conditions of this
Agreement, and assuming that all actions have been taken as set forth in Section
1.4 above, by virtue of the Reorganization and without any further action on the
part of the Stockholders, or LIQUITEK, all of the Distech Shares shall be
exchanged for the Liquitek Shares and all of the Distech Warrants shall be
exchanged for Liquitek Warrants in the amounts set forth in Exhibit "A." Each
share of the Liquitek Shares
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shall be validly issued, duly authorized, fully paid, and nonassessable
shares of the Common Stock of LIQUITEK as of the Closing Date. The shares of
stock issuable on exercise of the Liquitek Warrants, when issued, will be
validly issued, duly authorized, fully paid, and nonassessable shares of the
Common Stock of LIQUITEK.
2.2 EXCHANGE OF CERTIFICATES. In advance of the Closing, LIQUITEK shall
present and deliver to the Escrow Holder the stock certificates representing all
of the Liquitek Shares. Also in advance of the Closing, the Stockholders or the
Distech Representative shall present and deliver to the Escrow Holder all of the
certificates, statements, or other documents evidencing the holdings of the
Distech Shares in a form acceptable to LIQUITEK. In advance of the Closing,
LIQUITEK shall present and deliver to the Escrow Holder the stock option
agreements evidencing the Liquitek Options and the warrant certificates
representing all of the Liquitek Warrants. Also in advance of the Closing, the
Stockholders or the Distech Representative shall present and deliver to the
Escrow Holder all of the warrant certificates or other documents reasonably
acceptable to LIQUITEK evidencing the Distech Warrants. At the Closing, the
Escrow Holder shall present and deliver to the Distech Representative the stock
certificates and all other documents evidencing the Liquitek Shares and the
warrant certificates representing all of the Liquitek Warrants. Also at the
Closing, the Escrow Holder shall present and deliver to LIQUITEK all of the
documents evidencing the Distech Shares and the documents evidencing all of the
Distech Warrants.
2.3 NO FURTHER RIGHTS. From and after the Closing Date, holders of
certificates formerly evidencing the Distech Shares and the Distech Warrants
shall cease to have any rights as stockholders or warrant holders, as the case
may be, of DISTECH, except as provided herein or by applicable law.
ARTICLE III
TAKEOVER OFFER FOR REMAINING DISTECH SHARES
3.1 LIQUITEK ACKNOWLEDGEMENT. LIQUITEK acknowledges that in accordance
with the LOI it is intended that all persons holding shares, options or warrants
issued by DISTECH will have the opportunity to exchange their DISTECH securities
for equivalent LIQUITEK securities.
3.2 TAKEOVER OFFER. In order to give effect to the intent expressed in
the
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LOI, forthwith after signing this Agreement LIQUITEK will take all steps
necessary to make a takeover offer under the Companies Amendment Xxx 0000 (NZ)
(or the Takeovers Xxx 0000 (NZ), if applicable) for all shares, warrants and
options issued by DISTECH and which are not subject to this Agreement on the
same commercial terms MUTATIS MUTANDIS as are contained in this Agreement
providing for the exchange of Liquitek Shares for Distech Shares, options to
purchase Liquitek Shares ("Liquitek Options") for options to purchase Distech
Shares ("Distech Options"), and Liquitek Warrants for Distech Warrants owned by
the Remaining Stockholders, and in particular (but without limitation):
3.2.1 The following conversion rates will apply:
(i) three Liquitek Shares for every one Distech
Share;
(ii) three Liquitek Options for every one Distech
Option; and
(iii) three Liquitek Warrants for every one
Distech Warrant.
3.2.2 The provisions of clause 1.4.5 will be deemed to apply
to such shares, options and warrants issued by LIQUITEK in accordance with the
takeover offer described herein.
3.2.3 LIQUITEK will provide to the Remaining Stockholders
whose Distech Shares, Distech Warrants, and Distech Options are the subject of
such takeover offer the warranties and representations in the form set out in
Article IV of this Agreement, and the Remaining Shareholders will in turn
provide LIQUITEK with the warranties and representations in the form set out in
Article V of this Agreement.
3.2.4 The Remaining Shareholders will be given the opportunity
to participate in the Registration Statement on the same commercial terms
MUTATIS MUTANDIS as are contained in this Agreement.
3.3 ENFORCEMENT OF LIQUITEK OBLIGATIONS. The obligations of LIQUITEK
contained in Section 3.2 will be enforceable severally by the Stockholders and
the Remaining Stockholders who are not party to this Agreement but to whom the
takeover offer referred to in Section 3.2 is intended to be made.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF LIQUITEK
Except as set forth in the Schedule of Exceptions attached hereto and
incorporated herein by this reference as Exhibit "I," LIQUITEK hereby represents
and warrants to, and covenants with, the Stockholders as follows:
4.1 ORGANIZATION AND CORPORATE POWER. LIQUITEK is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada, and is duly qualified and in good standing to do business as a foreign
corporation in each jurisdiction in which such qualification is required and
where the failure to be so qualified would have a materially adverse effect upon
LIQUITEK. LIQUITEK has all requisite corporate power and authority to conduct
its business as now being conducted and to own and lease the properties which it
now owns and leases. The Articles of Incorporation as amended to date, certified
by the Secretary of State of Nevada, the Bylaws of LIQUITEK as amended to date,
and the resolutions of LIQUITEK's stockholders and directors authorizing the
execution, delivery, and performance of this Agreement, all certified by the
President and the Secretary of LIQUITEK, which have previously been provided to
the Stockholders by LIQUITEK, are true and complete copies thereof as currently
in effect.
4.2 AUTHORIZATION. LIQUITEK has full corporate power, legal capacity
and corporate authority to enter into this Agreement, to execute all attendant
documents and instruments contemplated hereby, to enter into this
Reorganization, and to perform all of its obligations hereunder. This Agreement,
and each and every other agreement, document and instrument to be executed by
LIQUITEK in connection herewith, has been effectively authorized by all
necessary action on the part of LIQUITEK, including without limitation the
approvals of LIQUITEK's Board of Directors (and stockholders, if necessary)
which authorizations remain in full force and effect, have been duly executed
and delivered by LIQUITEK. A copy of the resolutions of the LIQUITEK board of
directors and stockolders authorizing the execution, delivery and performance of
this Agreement, all certified by the Secretary of LIQUITEK, are attached hereto
as Exhibit "J". No other authorizations or proceedings on the part of LIQUITEK,
or otherwise, are required to authorize this Agreement and/or the transactions
contemplated hereby. This Agreement constitutes the legal, valid, and binding
obligation of LIQUITEK and is enforceable against LIQUITEK in accordance with
its terms, except as enforcement may be
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limited by bankruptcy, insolvency, reorganization, priority or other laws or
court decisions relating to or affecting generally the enforcement of
creditors' rights or affecting generally the availability of equitable
remedies.
4.3. NO CONFLICTS; NO CONSENTS. Neither the execution and delivery of
this Agreement, nor the consummation by LIQUITEK of any of the transactions
contemplated hereby, or compliance with any of the provisions hereof, will (i)
conflict with or result in a material breach of, violation of, or default under,
any of the terms, conditions or provisions of any material note, bond, mortgage,
indenture, license, lease, credit agreement or other agreement, document,
instrument or obligation (including, without limitation, any of its charter
documents) to which LIQUITEK is a party or by which it or any of its assets or
properties may be bound, or (ii) violate any judgment, order, injunction,
decree, statute, rule or regulation applicable to LIQUITEK or its assets or
properties, the violation of which would have a material adverse effect upon the
business, properties, or assets, or in the condition (financial or otherwise) of
LIQUITEK. No authorization, consent or approval of any public body or authority
was or is necessary for the consummation by LIQUITEK of the transactions
contemplated by this Agreement.
4.4 CAPITALIZATION. The authorized capital stock of LIQUITEK consists
of 100,000,000 shares of common stock, par value $.001. As of the date hereof,
there are 38,008,071 shares of common stock issued and outstanding. All of the
shares of common stock issued and outstanding are validly issued, fully paid,
and nonassessable. Except as disclosed in Exhibit "I," there are no outstanding
contracts or other rights to subscribe for or purchase, or contracts or
obligations to issue or grant any rights to acquire any equity security of
LIQUITEK. LIQUITEK does not have any contracts or obligations to redeem,
repurchase or otherwise reacquire any equity security of LIQUITEK. All of the
Liquitek Shares, when issued to the Stockholders, will be duly authorized,
validly issued and outstanding, fully paid and nonassessable and will have been
issued in conformity with all applicable laws. All of the Liquitek Warrants and
Liquitek Options, when issued to the Stockholders, will be duly authorized,
validly issued and outstanding, and will have been issued in conformity with all
applicable laws.
4.5 FINANCIAL STATEMENTS OF LIQUITEK; ABSENCE OF UNDISCLOSED
LIABILITIES; NO ADVERSE CHANGES. Attached hereto as Exhibit "K" are the audited
financial statements of LIQUITEK for the years ended December 31, 1999 and 1998
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and the unaudited financial statements of LIQUITEK for the quarter ended
September 30, 2000, consisting of LIQUITEK's balance sheets as of such dates
(the "Liquitek Balance Sheets"), the related statements of profit or loss and
cash flows for the periods then ended, and the respective notes thereto. Such
financial statements (and the notes related thereto) are herein sometimes
collectively referred to as the "LIQUITEK Financial Statements." The LIQUITEK
Financial Statements (i) are derived from the books and records of LIQUITEK,
which books and records have been consistently maintained in a manner which
reflects, and such books and records do fairly and accurately reflect, the
assets and liabilities of LIQUITEK, (ii) fairly and accurately present the
financial condition of LIQUITEK on the date of such statements and the results
of its operations for the periods indicated, except as may be disclosed in the
notes thereto, and (iii) have been prepared in all material respects in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved (except as otherwise disclosed in the notes
thereto). Except as and to the extent reflected or reserved against in the
Liquitek Balance Sheets, and as to matters arising in the ordinary course of its
business since the respective dates of the Liquitek Balance Sheets, LIQUITEK has
no liability or obligation (whether accrued, to become due, contingent or
otherwise) which individually or in the aggregate could have a materially
adverse effect on the business, assets, condition (financial or otherwise) or
prospects of LIQUITEK. Except as set forth in Exhibit "K," since the dates of
the respective Liquitek Balance Sheets, there has been (a) no declaration,
setting aside or payment of any dividend or other distribution with respect to
the common stock of LIQUITEK or redemption, purchase or other acquisition of any
of the common stock of LIQUITEK or any split-up or other recapitalization
relative to any of the common stock of LIQUITEK or any action authorizing or
obligating LIQUITEK to do any of the foregoing, (b) no loss, destruction or
damage to any material property or asset of LIQUITEK, whether or not insured,
(c) no acquisition or disposition of assets (or any contract or arrangement
therefor), or any other transaction by LIQUITEK otherwise than for fair value
and in the ordinary course of business, (d) no discharge or satisfaction by
LIQUITEK of any lien or encumbrance or payment of any obligation or liability
(absolute or contingent) other than current liabilities shown on the Liquitek
Balance Sheets, or current liabilities incurred since the date thereof in the
ordinary course of business, (e) no sale, assignment or transfer by LIQUITEK of
any of its tangible or intangible assets except in the ordinary course of
business, cancellation by LIQUITEK of any debts, claims or obligations, or
mortgage, pledge, subjection of any assets to any lien, charge, security
interest or other encumbrance, or waiver by LIQUITEK of any rights
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of value which, in any such case, is material to the business of LIQUITEK,
(f) no payment of any material bonus to or material change in the
compensation of any director, officer or employee, whether directly or by
means of any bonus, pension plan, contract or commitment, (g) no write-off or
material reduction in the carrying value of any asset which is material to
the business of LIQUITEK, (h) no disposition or lapse of rights as to any
intangible property which is material to the business of LIQUITEK, (i) except
for ordinary travel advances, no loans or extensions of credit to
stockholders, officers, directors or employees of LIQUITEK, (j) no agreement
to do any of the things described in this Section 4.5, and (k) no material
adverse change in the condition (financial or otherwise) of LIQUITEK or in
its assets, liabilities, properties, business, or prospects.
4.6 TAX MATTERS. LIQUITEK has, since its inception, accurately prepared
and duly filed all federal, state, county and local tax returns required to have
been filed by it in those jurisdictions where the nature or conduct of its
business requires such filing and where the failure to so file would be
materially adverse to LIQUITEK. Copies of all such tax returns have been made
available for inspection by DISTECH and the Stockholders prior to the execution
hereof. All federal, state, county and local taxes, including but not limited to
those taxes due with respect to LIQUITEK's properties, income, gross receipts,
excise, occupation, franchise, permit, licenses, sales, payroll, and inventory
due and payable as of the date of the Closing by LIQUITEK have been paid or will
be paid prior to the time they become delinquent. The amount reflected in the
Liquitek Balance Sheets of LIQUITEK as liabilities or reserves for taxes which
are due but not yet payable is sufficient for the payment of all accrued and
unpaid taxes of the types referred to hereinabove.
4.7 NO PENDING MATERIAL LITIGATION OR PROCEEDINGS. There are no
actions, suits or proceedings pending or, to the best knowledge of LIQUITEK,
threatened against or affecting LIQUITEK (including actions, suits or
proceedings where liabilities may be adequately covered by insurance) at law or
in equity or before or by any federal, state, municipal or other governmental
department, commission, court, board, bureau, agency or instrumentality,
domestic or foreign, or affecting any of the Stockholders, officers or directors
of LIQUITEK in connection with the business, operations or affairs of LIQUITEK,
which might result in any material adverse change in the business, properties or
assets, or in the condition (financial or otherwise) of LIQUITEK, or which
question or challenge the Reorganization. LIQUITEK is not subject to any
voluntary or involuntary proceeding
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under applicable bankruptcy laws and has not made an assignment for the
benefit of creditors.
4.8 COMPLIANCE WITH LAWS. LIQUITEK (i) holds all licenses, franchises,
permits and authorizations necessary for the lawful conduct of its business as
presently conducted and which the failure to so hold would have a material
adverse effect upon the business, properties, or assets, or the condition
(financial or otherwise) of LIQUITEK, and (ii) has complied with all applicable
statutes, laws, ordinances, rules and regulations of all governmental bodies,
agencies and subdivisions having, asserting or claiming jurisdiction over it,
which the failure to comply with would have a material adverse effect upon the
business, properties, or assets, or the condition (financial or otherwise) of
LIQUITEK.
4.9 DISCLOSURE. Neither this Agreement, nor any certificate, exhibit,
or other written document or statement, furnished to the Stockholders by or on
behalf of LIQUITEK in connection with the transactions contemplated by this
Agreement contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary to be stated in order to
make the statements contained herein or therein, when taken as a whole, not
misleading. LIQUITEK has no knowledge of any fact which has not been disclosed
in writing to the Stockholders which may reasonably be expected to materially
and adversely affect the business, properties, operations, and/or prospects of
LIQUITEK or the ability of LIQUITEK to perform all of the obligations to be
performed by LIQUITEK under this Agreement and/or any other agreement to be
entered into pursuant to any provision of this Agreement. A copy of LIQUITEK's
Annual Report on Form 10-KSB for the year ended December 31, 1999 (the "Annual
Report") and Proxy Statement for its annual stockholders meeting on March 18,
2000 are attached hereto as Exhibits "L" and "M."
4.10 SUBSIDIARIES. LIQUITEK has no subsidiaries other than Dancor,
Inc., Thermoflow Corporation, Liquitek Corporation, Interfluid Environmental
Services, Inc., and Interfluid Recycling, Inc. and no investments, directly or
indirectly, or other financial interest in any other corporation or business
organization, joint venture or partnership of any kind whatsoever except as
reflected in the LIQUITEK Financial Statements.
4.11 OFFERING. Subject to the accuracy of the Stockholders'
representations in Section 5.4 hereof, the offer, sale, and issuance of the
Liquitek Shares to be
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issued in conformity with the terms of this Agreement and the transactions
contemplated hereby, constitute transactions exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as amended, and from
all applicable state registration or qualification requirements.
4.12 REAL PROPERTY. The Annual Report attached hereto as Exhibit "L"
contains a description of the real property leased to and occupied by LIQUITEK,
and except as set forth in Exhibit "I," LIQUITEK neither owns or leases, nor
occupies, any other real property. The building and all fixtures and
improvements located on such real property are in good operating condition,
ordinary wear and tear excepted. To the best of its knowledge, LIQUITEK is not
in violation of any material zoning, building or safety ordinance, regulation or
requirement, or other law or regulation applicable to the operation of owned or
leased properties, and LIQUITEK has not received any notice of violation with
which it has not complied. All leases of real property to which LIQUITEK is a
party and which are material to the business of LIQUITEK are fully effective in
accordance with their respective terms and afford LIQUITEK peaceful and
undisturbed possession of the subject matter of the lease, and, to the best
knowledge of LIQUITEK, there exists no default on the part of LIQUITEK or
termination thereof.
4.13 TANGIBLE PERSONAL PROPERTY. LIQUITEK has good and marketable title
to, or in the case of leased equipment a valid leasehold interest in, and is in
possession of, all such items of personal property owned or leased by it, free
and clear of all title defects, mortgages, pledges, security interests
conditional sales agreements, liens, restrictions or encumbrances, the presence
of which would result in a material adverse change in the business, properties,
or assets, or the condition (financial or otherwise) of LIQUITEK. All leases of
tangible personal property to which LIQUITEK is a party and which are material
to the business of LIQUITEK are fully effective in accordance with their
respective terms, and, to the best knowledge of LIQUITEK, there exists no
default on the part of LIQUITEK or termination thereof, the presence of which
would result in a material adverse change in the business, properties, or
assets, or the condition (financial or otherwise) of LIQUITEK. Each item of
capital equipment reflected in the Liquitek Balance Sheets which is used in the
current conduct of LIQUITEK's business is in good operating and usable condition
and repair, ordinary wear and tear excepted, and is and will be suitable for use
in the ordinary course of LIQUITEK's business and fit for its intended purposes.
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4.14 CONTRACTS AND COMMITMENTS. LIQUITEK has no contract, agreement,
obligation or commitment, written or oral, expressed or implied, which involves
a commitment or liability of LIQUITEK in excess of US $10,000, and no union
contracts, employee or consulting contracts, financing agreements, debtor or
creditor arrangements, licenses, franchise, manufacturing, distributorship or
dealership agreements, leases, or bonus, health or stock option plans, except as
described in Exhibit "I." True and complete copies of all such contracts and
other agreements listed in Exhibit "I" have been made available to DISTECH prior
to the execution hereof. LIQUITEK has performed and complied in all material
respects with all obligations required to be performed by it to date under, and
is not in default (without giving effect to any required notice or grace period)
under, or in breach of, the terms, conditions or provisions of any of such
contracts and other agreements. The validity and enforceability of any contract
or other agreement described herein has not been and shall not be materially and
adversely affected by the execution and delivery of this Agreement without any
further action. LIQUITEK has no contract, agreement, obligation or commitment
which requires or will require future expenditures (including internal costs and
overhead) in excess of reasonably anticipated receipts, nor which is likely to
be materially adverse to LIQUITEK's business, assets, condition (financial and
otherwise), or prospects.
4.15 PROPRIETARY INFORMATION. LIQUITEK does not have any patents,
applications for patents, trademarks, applications for trademarks, trade names,
licenses or service marks relating to the business of LIQUITEK, nor does any
present or former stockholder, officer, director or employee of LIQUITEK own any
patent rights relating to any products manufactured, rented or sold by LIQUITEK
except as disclosed in Exhibit "N." To the best knowledge of LIQUITEK, LIQUITEK
has the unrestricted right to use, free and clear of any claims or rights of
others, all trade secrets, customer lists, and manufacturing and secret
processes reasonably necessary to the manufacture and marketing of all products
made or proposed to be made by LIQUITEK, except for any rights the presence of
which would not result in a material adverse change in the business, properties,
or assets, or the condition (financial or otherwise) of LIQUITEK, and, to the
best knowledge of LIQUITEK, the continued use thereof by LIQUITEK following the
Closing will not conflict with, infringe upon, or otherwise violate any rights
of others. LIQUITEK has not used and is not making use of any confidential
information or trade secrets of any present or past employee of LIQUITEK.
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4.16 INSURANCE. LIQUITEK maintains workers' compensation and disability
insurance and is in the process of obtaining directors' and officers' insurance
with reputable insurance companies as are usually insured by companies similarly
situated and to the extent customarily insured. A true and complete listing and
general description of each of LIQUITEK's insurance policies as currently in
force is set forth in Exhibit "O" attached hereto. All such insurance policies
currently are in full force and effect.
4.17 ARRANGEMENTS WITH EMPLOYEES; LABOR RELATIONS. Except as set forth
in Exhibit "I," no stockholder, director, officer or employee of LIQUITEK is
presently a party to any transaction with LIQUITEK, including without limitation
any contract, loan or other agreement or arrangement providing for the
furnishing of services by, the rental of real or personal property from or to,
or otherwise requiring loans or payments to, any such stockholder, director,
officer or employee, or to any member of the family of any of the foregoing, or
to any corporation, partnership, trust or other entity in which any stockholder,
director, officer or employee or any member of the family of any of them has a
substantial interest or is an officer, director, trustee, partner or employee.
There are no bonus, pension, profit sharing, commission, deferred compensation
or other plans or arrangements in effect as of the date of this Agreement.
LIQUITEK has no obligations under any collective bargaining agreement or other
contract with a labor union, under any employment contract or consulting
agreement, or under any executive's compensation plan, agreement or arrangement,
nor is any union, labor organization or group of employees of LIQUITEK presently
seeking the right to enter into collective bargaining with LIQUITEK on behalf of
any of its employees.
4.18 POWERS OF ATTORNEY. Other than that set forth in the Schedule of
Exceptions of LIQUITEK, no valid powers of attorney from LIQUITEK to any person
or entity exist as of the date of this Agreement.
4.19 ABSENCE OF QUESTIONABLE PAYMENTS. To the best of its knowledge,
neither LIQUITEK nor any stockholder, director, officer, agent, employee,
consultant or other person associated with or acting on behalf of any of them,
has (i) used any corporate funds for unlawful contributions, gifts,
entertainment or other unlawful expenses relating to political activity, (ii)
made any direct or indirect unlawful payments to governmental officials or
others from corporate funds, engaged in any payments or activity which would be
deemed a violation of the United States Foreign
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Corrupt Practices Act or rules or regulations promulgated thereunder, or
(iii) established or maintained any unlawful or unrecorded accounts.
4.20 REPORTING REQUIREMENTS. LIQUITEK has complied with and will
maintain its compliance with all of the reporting requirements under the Act and
the Securities Exchange Act of 1934, as amended, through the Closing Date.
4.21 RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS. No present substantial
customer or substantial supplier to LIQUITEK has indicated an intention to
terminate or materially and adversely alter its existing business relationship
therewith, and, to the best knowledge of LIQUITEK, none of the present customers
of or substantial suppliers to LIQUITEK intends to do so.
4.22 NASDAQ LISTING. LIQUITEK represents and warrants that it will file
to have its shares of common stock included in the Nasdaq SmallCap Market as
soon after March 31, 2001 as LIQUITEK meets the criteria for such listing.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each of the Stockholders, severally and not jointly, represents and
warrants to and covenants with LIQUITEK, as of the date hereof, as follows:
5.1 AUTHORITY. Each Stockholder has full rights, power, and authority
to enter into this Agreement; the execution, delivery, and performance of this
Agreement by the Stockholder and the consummation by the Stockholder of the
transactions contemplated hereby will not conflict with or result in a breach of
any agreement to which the Stockholder is a party and which a conflict or breach
thereof would have a material adverse effect upon the Stockholder or the
Stockholder's properties or assets.
5.2 TITLE. Each Stockholder has valid and marketable title to the
number of shares set forth opposite the Stockholder's name on Exhibit "A," free
and clear of any pledge, lien, security interest, or encumbrance other than
pursuant to this Agreement. As of the Closing Date there is no lien, charge,
mortgage, pledge, conditional sale agreement, or other encumbrance of any kind
or nature recorded in the book of registry of stockholders of DISTECH with
respect to any of the Distech
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Shares owned by the Stockholder and the Distech Shares set forth in Exhibit
"A" are duly registered in the name of the Stockholder as set forth in
Exhibit "A." Each Stockholder has valid and marketable title to the number of
Distech Warrants set forth opposite the Stockholder's name on Exhibit "A,"
free and clear of any pledge, lien, security interest, or encumbrance other
than pursuant to this Agreement. As of the Closing Date there is no lien,
charge, mortgage, pledge, conditional sale agreement, or other encumbrance of
any kind or nature recorded in the book of registry of Stockholders of
DISTECH with respect to any of the Distech Warrants owned by the Stockholders
as set forth in Exhibit "A."
5.3 RESTRICTED SECURITIES. Each Stockholder acknowledges that the
Liquitek Shares being issued to the Stockholder and the Liquitek Warrants being
issued to the Stockholder hereunder will be issued by LIQUITEK without
registration or qualification or other filings being made under the Act, or the
securities or "blue sky" laws of any state, in reliance upon specific exemptions
therefrom, and in furtherance thereof the Stockholder represents that he, she,
or it is acquiring and will hold the securities to be delivered hereunder for
his or her own account, for investment only, and not for distribution within the
meaning of the United States federal securities laws. Each Stockholder
acknowledges that a legend, substantially in the following form, shall be placed
upon the face of each certificate representing any of Liquitek Shares or the
Liquitek Warrants being delivered to the Stockholder hereunder:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
ARE RESTRICTED SECURITIES, AND NO OFFER, SALE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR THE SECURITIES REPRESENTED HEREBY,
OR OF ANY INTEREST HEREIN, CAN BE MADE WITHOUT SUCH REGISTRATION
UNLESS, IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, AN
EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
5.4 LOCK-UP AGREEMENT. The Stockholders electing to participate in the
Registration Statement, as evidenced by their having initialed the space
opposite their respective signatures on the signature page of this Agreement,
agree to be subject to a lock-up agreement between them and LIQUITEK on the
terms set forth in Section 1.4.5 above. The certificates evidencing the Liquitek
Shares owned by Stockholders who elect to be included in the Registration
Statement shall bear the
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following additional legend:
THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
RESTRICTED IN ACCORDANCE WITH AN AGREEMENT BETWEEN THE STOCKHOLDER AND
THE COMPANY, AND NO OFFER, SALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR THE SECURITIES REPRESENTED HEREBY, OR OF ANY INTEREST
HEREIN, CAN BE MADE WITHOUT AN OPINION OF COUNSEL TO THE COMPANY
EVIDENCING COMPLIANCE WITH SUCH AGREEMENT.
ARTICLE VI
MISCELLANEOUS
6.1 TAXES AND EXPENSES LIQUITEK shall pay all of its own taxes due
prior to the Closing, attorneys' fees and other costs and expenses payable in
connection with or as a result of the transactions contemplated hereby and the
performance and compliance with all agreements and conditions contained in this
Agreement to be performed or observed by LIQUITEK. DISTECH shall pay all of its
own taxes due prior to the Closing, its and the Stockholders' attorneys' fees
and other costs and expenses payable in connection with or as a result of the
transactions contemplated hereby and compliance with all agreements and
conditions contained in this Agreement to be performed or observed by DISTECH or
the Stockholders.
6.2 WARRANTY PERIOD The representations and warranties of the
Stockholders and LIQUITEK contained herein and in any other document or
instrument delivered by or on behalf of the Stockholders or on behalf of
LIQUITEK pursuant hereto, as such may be qualified in Exhibit "I" shall survive
the Closing and any investigations made by or on behalf of LIQUITEK made prior
to the Closing, and shall remain in full force and effect for a period of two
full years from the date of the Closing the ("Warranty Period"), and thereupon
expire.
6.3 OTHER DOCUMENTS. Each of the parties hereto shall execute and
deliver such other and further documents and instruments, and take such other
and further actions, as may be reasonably requested of them for the
implementation and consummation of this Agreement and the transactions herein
contemplated.
6.4 PARTIES IN INTEREST. This Agreement shall be binding upon and inure
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to the benefit of the parties hereto, the heirs, personal representatives,
successors and assigns of LIQUITEK and the Stockholders, but shall not confer,
expressly or by implication, any rights or remedies upon any other party except
as expressly provided in Section 3.3.
6.5 GOVERNING LAW; ARBITRATION; LEGAL FEES. This Agreement is made and
shall be governed in all respects, including validity, interpretation and
effect, by the laws of the State of Nevada. Any dispute between the parties
concerning the terms of this Agreement shall be resolved through binding
arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association to be conducted in Honolulu, Hawaii. The prevailing
party in any such arbitration shall be entitled to recover its reasonable
attorneys fees and costs from the other party.
6.6 NOTICES. Any notice or the delivery of any item to be delivered by
a party hereto shall be delivered personally, by U.S. mail, return receipt
requested, or by Federal Express, next-day delivery. Any personal delivery made
shall be deemed to have been made upon the execution of a receipt for the item
to be delivered by the party to whom delivery is made. Delivery by U.S. mail or
Federal Express shall be deemed to have been made when delivered by U.S. mail or
Federal Express to the party to whom addressed. All such deliveries shall be
made to the following addresses, or such other addresses as the parties may have
instructed the others in accordance with the provisions of this section:
(a) If to LIQUITEK: LIQUITEK ENTERPRISES, INC.
0000 Xxxx Xxxxxx Xxxxxxx,
Xxxxxx, Xxxx 00000
With copies to: Xxxxx X. Xxxxxxx, Esq.
Xxxxxx, Xxxxxxx & Xxxxxxx
0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
(b) If to the Stockholders: c/o DISTECH LIMITED
Xxxxxxx House
000 Xxxxxxx Xxxx, Xxxxxxx
Xxxxxxxx 0, Xxx Xxxxxxx
Any party hereto may change its address by written notice to the other party
given in accordance with this Section 6.5.
6.7 ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto
contains the entire agreement between the parties and supersede all prior
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agreements, understandings and writings between the parties with respect to the
subject matter hereof and thereof. Each party hereto acknowledges that no
representations, inducements, promises or agreements, oral or otherwise, have
been made by any party, or anyone acting with authority on behalf of any party,
which are not embodied herein or in an exhibit hereto, and that no other
agreement, statement or promise may be relied upon or shall be valid or binding.
Neither this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally. This Agreement may be amended or any term hereof may be
changed, waived, discharged or terminated by an agreement in writing signed by
LIQUITEK and the Stockholders.
6.8 SEVERABILITY. If any provision of this Agreement is determined to
be invalid, illegal or unenforceable by any court, department, official,
political subdivision, agency or other instrumentality of any government,
whether state, local or federal, the remaining provisions of this Agreement to
the extent permitted by law shall remain in full force and effect. To the extent
permitted by law, the parties hereto waive any provision of law that renders any
provision hereof invalid or unenforceable in any respect.
6.9 HEADINGS. The captions and headings used herein are for convenience
only and shall not be construed as a part of this Agreement.
6.10 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original but all of which taken together shall
constitute but one and the same document.
6.11 GENDER. Whenever the content of this Agreement requires, the
masculine gender shall include the feminine or neuter, and the singular number
shall include the plural.
6.12 CONDITION PRECEDENT. This Agreement is conditional upon LIQUITEK
obtaining the approval of the Overseas Investment Commission (NZ) to the
acquisition by LIQUITEK of the whole of the issued capital of DISTECH as
contemplated by the LOI. LIQUITEK must use all reasonable endeavours to obtain
the consent expeditiously. If consent has not been obtained by December 31, 2000
then this Agreement will be deemed to have been terminated and except as
provided for this Agreement will be at an end and no party will have any rights
or obligations arising under or in connection with this Agreement.
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6.13 RETURN OF DUE DILIGENCE INFORMATION. In the event that this
Agreement is terminated for any reason all information disclosed by a party
during due diligence (including any copy documents or other records in written
or electronic form) must be returned to the party who made the disclosure and,
if requested, each party must provide to the other parties a certificate of the
party or a senior officer of the party confirming that all such disclosed
information has been returned.
6.14 RELEASE OF PERSONAL GUARANTEES. LIQUITEK must forthwith after
Closing take all steps necessary to procure the release of the shareholders and
directors of DISTECH from any personal guarantees given by such persons in
relation to the business of DISTECH including guarantees given in respect of
company bank accounts and property leases. LIQUITEK hereby indemnifies such
shareholders and directors in respect of any liability arising in connection
with any such guarantees.
6.15 XXXX EMPLOYMENT AGREEMENT. LIQUITEK agrees to negotiate in good
faith with XXXX with respect to the terms of an employment agreement for XXXX,
such agreement to have a term of not less than 2 years, and to conclude such
negotiations prior to January 31, 2001.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
LIQUITEK
ENTERPRISES, INC.
By:
Xxxxxx X. Xxxxx, Chairman
STOCKHOLDERS: AGREEMENT TO PARTICIPATE
IN THE REGISTRATION STATE-
MENT AND LOCK-UP PROVISIONS
OF SECTIONS 1.4.5 AND 5.4:
(Signature)
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(Print Name) (Initials)
STOCKHOLDERS: AGREEMENT TO PARTICIPATE
IN THE REGISTRATION STATE-
MENT AND LOCK-UP PROVISIONS
OF SECTIONS 1.4.5 AND 5.4:
(Signature)
(Print Name) (Initials)
STOCKHOLDERS: AGREEMENT TO PARTICIPATE
IN THE REGISTRATION STATE-
MENT AND LOCK-UP PROVISIONS
OF SECTIONS 1.4.5 AND 5.4:
(Signature)
(Print Name) (Initials)
(ADDITIONAL SIGNATURES ARE ON THE FOLLOWING PAGE.)
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STOCKHOLDERS: AGREEMENT TO PARTICIPATE
IN THE REGISTRATION STATE-
MENT AND LOCK-UP PROVISIONS
OF SECTIONS 1.4.5 AND 5.4:
(Signature)
(Print Name) (Initials)
STOCKHOLDERS: AGREEMENT TO PARTICIPATE
IN THE REGISTRATION STATE-
MENT AND LOCK-UP PROVISIONS
OF SECTIONS 1.4.5 AND 5.4:
(Signature)
(Print Name) (Initials)
STOCKHOLDERS: AGREEMENT TO PARTICIPATE
IN THE REGISTRATION STATE-
MENT AND LOCK-UP PROVISIONS
OF SECTIONS 1.4.5 AND 5.4:
(Signature)
(Print Name) (Initials)
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EXHIBIT "A"
SCHEDULE OF DISTECH STOCKHOLDERS
------------------------------------------------------------------------------------------------------
DISTECH DISTECH LIQUITEK
NAME OF STOCKHOLDER SHARES WARRANTS LIQUITEK SHARES WARRANTS
------------------------------------------------------------------------------------------------------
Detroit Investments Limited 1,424,672 Nil 4,274,016
------------------------------------------------------------------------------------------------------
Milcon Developments (NZ) 923,672 7,289 2,771,016 21,867
Limited
------------------------------------------------------------------------------------------------------
Xxxxxx Nominees Limited 718,199 23,886 2,154,597 71,658
------------------------------------------------------------------------------------------------------
Kauri Stock Limited 289,498 2,970 874,494 8,910
------------------------------------------------------------------------------------------------------
Dairy Improvements Limited 272,351 12,074 817,053 36,222
------------------------------------------------------------------------------------------------------
de la Cour Investments 158,139 1,803 474,417 5,409
Limited
------------------------------------------------------------------------------------------------------
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TOTALS 3,786,531 48,022 11,359,593 144,066
------------------------------------------------------------------------------------------------------
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Notes:
Distech Shares means ordinary shares in the capital of DISTECH. Each Distech
Share will be exchanged for three shares of common stock in the capital of
LIQUITEK.
Distech Warrants means warrants entitling the holder to ordinary shares in the
capital of DISTECH on payment by the warrant holder of NZ$5.00 per share on or
prior to 1 May 2001. Each Distech Warrant will be exchanged for Liquitek
Warrants entitling the holder to three shares of common stock in the capital of
LIQUITEK on payment by the warrant holder of NZ$5.00per three Liquitek Shares on
or prior to 1 May 2001.
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EXHIBIT "B"
DISTECH BOARD RESIGNATIONS
DATE
Board of Directors
DISTECH LIMITED
Re: DISTECH LIMITED
Gentlemen:
I, the undersigned, hereby resign from my position as
a Director of DISTECH LIMITED., a New Zealand corporation, effective
immediately.
Very truly yours,
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EXHIBIT "C"
DISTECH NOTICE OF ANNUAL GENERAL MEETING
As attached
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EXHIBIT "D"
LIQUITEK CERTIFICATE OF SECRETARY; APPOINTMENT TO BOARD
CERTIFICATE OF SECRETARY
OF
LIQUITEK ENTERPRISES, INC.
I, XXXXX X. XXXXXXX, the undersigned, do hereby certify:
1. That I am the duly elected Secretary of LIQUITEK ENTERPRISES,
INC., a Nevada corporation (the "Corporation"); and
2. That the following is a true and correct copy of the
resolutions adopted by the Board of Directors of the
Corporation on November 10, 2000:
RESOLVED FURTHER, that the resignation of Xxxxx X.
Xxxxxxx as a member of the Board of Directors is
hereby accepted, effective upon the closing of the
Agreement for the Acquisition of Certain Ordinary
Shares and Rights of Distech Limited by Liquitek
Enterprises, Inc. (the "Distech Agreement"); and
RESOLVED FURTHER, that Xxxxxx X. X. Xxxx and O. Xxx
Xxxx be, and they hereby are, elected to this Board
of Directors to fill two existing vacancies on the
Board of Directors, effective upon the closing of the
Distech Agreement.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation this 30th day of November, 2000.
Xxxxx X. Xxxxxxx, SECRETARY
(SEAL)
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EXHIBIT "E"
POWER OF ATTORNEY
THE UNDERSIGNED SHAREHOLDER (the "Shareholder") of DISTECH LIMITED
("DISTECH") hereby:
(i) sells, assigns and transfers unto LIQUITEK ENTERPRISES
INC., a Nevada corporation ("LIQUITEK"), the number of shares of DISTECH set
forth opposite his name in Exhibit "A" (the "Shares") to that certain Agreement
and Plan of Reorganization for the Acquisition of All of the Outstanding Shares
of Common Stock of DISTECH LIMITED by LIQUITEK ENTERPRISES INC. dated
November __, 2000 (the "Agreement");
(ii) irrevocably constitutes and appoints XXXXXX X.X. XXXX
("XXXX") as attorney-in-fact to transfer the Shares on the books of DISTECH to
LIQUITEK as set forth in the Agreement, with full power of substitution in the
premises;
(iii) constitutes and appoints XXXX as his true and lawful
attorney-in-fact- and agent, with full power of substitution, for him and in his
name, place, and stead, in any and all capacities (until revoked in writing) to
act on behalf of such Shareholder in connection with the Agreement and the
exchange of the Shares for the LIQUITEK shares; and
(iv) grants unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises as fully to accomplish all
intents and purposes of the Agreement as such Shareholder might or could do in
person, hereby ratifying and confirming all that the attorney-in-fact, or his
substitute, may lawfully do or cause to be done by virtue of this power of
attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this ___ day of November, 2000.
(Signature of Shareholder) (Printed Name of Shareholder)
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EXHIBIT "F"
REPRESENTATION CERTIFICATE
As attached
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EXHIBIT "G"
LEGAL OPINION OF LIQUITEK COUNSEL
Date: November 30, 2000
To the Shareholders of DISTECH LIMITED:
I have acted as counsel to LIQUITEK ENTERPRISES, INC., a Nevada
corporation ("LIQUITEK" or the "Company") in connection with the Agreement and
Plan of Reorganization (the "Plan") for the acquisition of all of the
outstanding shares of common stock of DISTECH LIMITED, a New Zealand company
("DISTECH") by LIQUITEK. This opinion is furnished to you pursuant to Section
1.4.6 of the Plan.
I have participated in the preparation of and have examined the Plan,
have examined the proceedings of LIQUITEK in connection with the approval
thereof and the authorization of the transactions contemplated thereby, and have
further examined such corporate records and documents of LIQUITEK and
certifictes of officers of LIQUITEK, and public officials, as I have deemed
relevant and necessary to enable me to render this opinion. I have relied on the
accuracy of certain representations and warranties of LIQUITEK contained in the
Plan and have relied upon such records, documents and certificates with respect
to the accuracy of certain factual matters, without independent verification of
the matters covered thereby. In my examination of such records, documents and
certificates, I have assumed the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photostatic copies of original documents, the authenticity of
the originals of such latter documents, and the accuracy of the statements
contained in such certificates.
Based upon and in reliance upon the foregoing, I am of the opinion
that:
1. LIQUITEK is a corporation duly organized, validly existing and
in good standing under the law of the State of Nevada and has all requisite
corporate power and authority to own and lease its properties and to conduct
its business as presently conducted.
2. The authorized capital stock of LIQUITEK consists of
100,000,000 common shares, par value $.001 per share, of which 38,008,071 are
issued and outstanding; and all of the issued and outstanding shares of
capital stock have been duly and validly authorized and issued and are fully
paid and nonassessable, and to the best of my knowledge have not been issued
in violation of any preemptive right, co-sale right, registration right, right
of first refusal or other similar right, and such shares are free and clear of
any liens or other encumbrances.
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DISTECH LIMITED
November 30, 2000
Page Two
3. LIQUITEK has the corporate power and authority to authorize
the issuance of the common stock under the Plan, and the Board of Directors of
LIQUITEK has consented to and approved the issuance of the shares pursuant to
the Plan.
4. The delivery of the shares of common stock to DISTECH
shareholders pursuant to the Plan has been duly authorized by all necessary
corporate action on the part of LIQUITEK. The 11,359,593 common shares to be
issued to the DISTECH shareholders, as and when delivered to the DISTECH
shareholders pursuant to the Plan, are validly issued and outstanding, fully
paid and nonassessable, and are not subject to any preemptive or similar right.
5. The Plan has been duly authorized, executed and delivered by
LIQUITEK and, assuming the execution and delivery thereof by LIQUITEK,
constitutes a valid and legally binding obligation of LIQUITEK, enforeceable
in accordance with its terms, except as the enforceability thereof may be
limited by any applicable bankruptcy, insolvency, reorganization or other
similar laws relating to or affecting the enforcement of creditors' rights
generally and by generally equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
6. The execution, delivery and performance of the Plan by
LIQUITEK, and the delivery by LIQUITEK to the DISTECH shareholders of the
shares of common stock pursuant to the terms of the Plan, will not result in a
breach or violation of, or constitute a default under, LIQUITEK's Articles of
Incorporation or Bylaws, or any statute, law, rule or regulation applicable to
LIQUITEK or any order, ruling, judgment, injunction or decree applicable to
LIQUITEK or any of its properties, provided that the required "blue sky"
filings are made as will be provided in the closing minutes.
7. The execution, delivery and performance of the Plan by
LIQUITEK and the delivery by LIQUITEK to DISTECH of the shares of common stock
pursuant to the terms of the Plan will not violate or conflict with or result
in a breach of or constitute (or event which might, with the passage of time
or the giving of notice, or both, constitute a default) under, or result in
the creation or imposition of any claim, lien, security interest, mortgage,
pledge, charge or other encumbrance of any nature upon any of the properties
or assets of LIQUITEK pursuant to the terms of any indenture, mortgage,
agreement, contract, deed of trust, promissory note, or other agreement or
instrument to which the company is a party or by which any of them is bound or
to which any of the properties of LIQUITEK is subject.
8. No consent approval, authorization or order of, or
registration or qualification with, any court or governmental agency or body
or national securities exchange is required to be obtained by LIQUITEK for the
delivery of the shares of common stock to the DISTECH shareholders pursuant to
the Plan, which has not been made or obtained by LIQUITEK.
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DISTECH LIMITED
November 30, 2000
Page Three
9. To the best of my knowledge after due inquiry, except as
disclosed in the Plan, there are no actions, suits, investigations, or
proceedings pending to which LIQUITEK is a party, before or by any court or
governmental agency or body which in my opinion would result, individually or
in the aggregate, in any material adverse change in the prospects, financial
condition or results of operations of LIQUITEK or which would materially and
adversely affect the properties or assets thereof, taken as a whole, or which
seeks to restrain or prohibit the transactions contemplated by the Plan; and,
to the best of my knowledge after due inquiry, no such actions, suits,
investigations or proceedings are threatened by any person, corporation or
governmental agency or body.
This opinion is rendered solely for the benefit of the DISTECH
shareholders with respect to the shares of common stock to be delivered under
the Plan, and is not to be used, circulated, quoted or referred to, or otherwise
relied upon by any person, without my prior written consent.
Very truly yours,
Xxxxxx, Xxxxxxx & Xxxxxxx
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EXHIBIT "H"
LEGAL OPINION OF STOCKHOLDERS COUNSEL
As attached
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EXHIBIT "I"
SCHEDULE OF EXCEPTIONS OF LIQUITEK
SECTION 4.12. REAL PROPERTY. VitriSeal, Inc. ("VITRISEAL"), a Delaware
corporation and wholly-owned subsidiary of LIQUITEK, formerly known as Dancor,
Inc., entered into a six month extension of a lease in October, 2000 for a
business office located at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx, containing approximately 720 square feet at a monthly rental of
$1,291. Thermoflow Corporation ("THERMOFLOW"), a Nevada corporation and
wholly-owned subsidiary of LIQUITEK, is the owner of industrial real property
located at 0000 Xxxxxx Xxx, Xxxxx Xxx Xxxxx, Xxxxxx 00000. In January 2000,
THERMOFLOW entered into a five-year lease for approximately 9,600 square feet of
industrial space located at 0000 Xxxxxx Xxx, Xxxxx Xxx Xxxxx, XX 00000 at a
monthly rental of approximately $5,337. In June 2000, Liquitek Corporation
("LIQUITEK CORP."), a Nevada corporation and another wholly-owned subsidiary of
LIQUITEK, entered into a five-year lease for approximately 8,525 square feet of
industrial space located at 0000 Xxxxxx Xxx, Xxxxx Xxx Xxxxx, XX 00000 at a
monthly rental of approximately $2,856. In February 2000, VITRISEAL entered into
a five-year lease for approximately 1,300 square feet of laboratory space
located at 0000 Xxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000 at a monthly rental of
approximately $8,578. In June 2000, VITRISEAL entered into a five-year lease for
approximately 6,000 feet of industrial space in Walled Lake, Michigan at a
monthly rental of $3,750. LIQUITEK also occupies office space at the
headquarters of Lighthouse, Inc., located at 0000 Xxxxxx Xxxxxxx, Xxxxxx, Xxxx
00000. LIQUITEK pays monthly rent of $7,300 on a full service basis for its
share of this space, furniture and office equipment.
SECTION 4.14 CONTRACTS AND COMMITMENTS. LIQUITEK has granted the
following persons an assignment of a percentage of the revenues derived from the
VitriSeal coating process:
Name Percentage
---- ----------
Xxxxxx X. Xxxxxx 2%
Xxxxxx X. Xxxx 2%
Xxxxxx Xxxxxxxx 3%
Xxxxxx Xxxxxxxx 1%
SECTION 4.17 ARRANGEMENTS WITH EMPLOYEES; LABOR RELATIONS. LIQUITEK
has entered into a four-year employment agreement with Xxxx X. Xxxx expiring on
January 31, 2004 providing for an annual salary of $175,000. Dancor, Inc., a
Delaware corporation, and a wholly-owned subsidiary of LIQUITEK, entered into a
month-to-month Consulting Agreement on January 1, 1997 with Xxxxxx X. Xxxxxxxx,
Ph.D. and Evanston Materials Consulting Corp. expiring on 30 days written notice
and providing for compensation for the research staff at a current rate of
$35,000 per month. While Xx. Xxxxxxxx is on sabbatical from his teaching duties
at Northwestern University, LIQUITEK is also replacing his teaching salary at
the rate of $11,777 per month. LIQUITEK has entered into a four-year employment
agreement with Xxxxxx X. Xxxxxxxx expiring on June 8, 2004 providing for an
annual salary of $120,000.
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EXHIBIT "J"
RESOLUTIONS OF LIQUITEK - AUTHORIZATION
CERTIFICATE OF SECRETARY
OF
LIQUITEK ENTERPRISES, INC.
I, XXXXX X. XXXXXXX, the undersigned, do hereby certify:
1. That I am the duly elected Secretary of LIQUITEK
ENTERPRISES, INC., a Nevada corporation (the
"Corporation"); and
2. That the following is a true and correct copy of the
resolutions adopted by the Board of Directors of the
Corporation on November 10, 2000:
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company to acquire all of the ordinary shares of DISTECH
LIMITED ("DISTECH"), a New Zealand corporation, to provide the Company with
technology and expertise important to its core businesses in accordance with the
terms and conditions of the Agreement for the Acquisition of Certain Ordinary
Shares and Rights of Distech Limited by Liquitek Enterprises, Inc. as outlined
in this meeting of the Board of Directors and the Letter of Intent dated June
20, 2000;
NOW THEREFORE BE IT RESOLVED, that the Company acquire up to all of
the issued and outstanding shares of Common Stock of DISTECH through
the exchange of DISTECH shares for an aggregate of 16,200,000 LIQUITEK
shares, including LIQUITEK shares reserved for issuance upon execution
of DISTECH options and warrants to be exchanged for options and
warrants of like tenor to acquire LIQUITEK shares (hereinafter such
acquistion of DISTECH Shares is referred to as the "Reorganization");
and
RESOLVED FURTHER, that the resignation of Xxxxx X. Xxxxxxx as a
member of the Board of Directors is hereby accepted, effective upon
the closing of the Agreement for the Acquisition of Certain Ordinary
Shares and Rights of Distech Limited by Liquitek Enterprises, Inc.
with the top six shareholders of DISTECH (the "Distech Agreement");
and
RESOLVED FURTHER, that Xxxxxx X. X. Xxxx and O. Xxx Xxxx be, and they
hereby
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are, elected to this Board of Directors to fill two existing
vacancies on the Board of Directors, effective upon the closing of the
Distech Agreement; and
RESOLVED FURTHER, that following the execution of the Distech
Agreement by the top six shareholders of DISTECH (the "Initial
Closing"), the Company shall make an unconditional offer to the
remaining shareholders of DISTECH to exchange their DISTECH shares for
LIQUITEK shares on the same terms and conditions as the Distech
Agreement (the "Takeover Offer") in accordance with applicable New
Zealand law; and
RESOLVED FURTHER, that the officers of the Company be and they hereby
are authorized and directed to prepare or cause to be prepared any and
all documents as may be required by the applicable United States
federal and state securities regulations and under New Zealand law to
complete the Reorganization according to the Letter of Intent as
approved; and
RESOLVED FURTHER, that the Initial Closing of the Reorganization take
place on December 5, 2000, that the exchange of shares with the other
DISTECH shareholders take place as soon as practicable upon their
acceptance of the Company's Takeover Offer, and that XXXXXX X. XXXXX,
in his capacity of Chairman of the Board, be and hereby is authorized
and directed and empowered to execute all documents, and to take such
action as he may deem necessary or advisable in order to complete the
Reorganization in accordance with the terms set forth in the Distech
Agreement.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation this 30th day of November, 2000.
Xxxxx X. Xxxxxxx, SECRETARY
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EXHIBIT "K"
FINANCIAL STATEMENTS OF LIQUITEK
As attached
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EXHIBIT "L"
LIQUITEK ANNUAL REPORT
As attached
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EXHIBIT "M"
LIQUITEK PROXY STATEMENT
As attached
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EXHIBIT "N"
PATENTS, TRADEMARKS, SERVICE MARKS OF LIQUITEK
THOSE ASSOCIATED WITH LIQUITEK CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF
LIQUITEK ENTERPRISES, INC.:
Patent application pending:"Electrodialysis Membrane and Gasket Stack
System"
Patent application pending: "Flow-through Physical and Chemical
Treatment of Waste Water"
THOSE ASSOCIATED WITH DANCOR, INC., A WHOLLY-OWNED SUBSIDIARY OF LIQUITEK
ENTERPRISES, INC.:
See the attached sheets.
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EXHIBIT "O"
LIQUITEK INSURANCE POLICIES
GENERAL LIABILITY POLICIES:
VitriSeal Newport Beach office; Admiral Insurance Co.; $2 million
aggregate, each occurrence, bodily injury and property, personal and
advertising (slander) and product liability; $50,000 fire damage; $1 million
hired and non-owned auto.
VitriSeal laboratory; Legion Insurance; $2 million aggregate; $1
million each occurrence, bodily injury and property, personal and advertising
(slander), hired and non-owned auto; $100,000 fire damage; $5,000 medical
payments.
Thermoflow facility; Essex Insurance Co.; $2 million aggregate; $1
million each occurrence, bodily injury and property, personal and advertising
(slander), product liability and hired and non-owned auto; $50,000 fire damage;
$5,000 medical payments.
Interfluid Environmental; Reliance National Insurance Co.; $2 million
aggregate; $1 million each occurrence, bodily injury and property, personal and
advertising (slander), product liability; $50,000 fire damage; $5,000 medical
payments.
PROPERTY POLICIES:
VitriSeal Newport Beach office; American States Insurance; $50,000
personal property.
VitriSeal laboratory; American States Insurance; $250,000 personal
property.
Thermoflow facility; Travelers Insurance; $1,435,395 buildings and
equipment; $394,490 personal property.
Interfluid Environmental; Reliance Insurance Co.; $50,000 buildings
and equipment.
VEHICLE POLICIES:
Interfluid Environmental; Reliance Insurance Co.; $1 million bodily
injury, property damage, uninsured motorist, underinsured motorist, broad form
pollution liability; $5,000 medical payments.
UMBRELLA POLICIES:
VitriSeal laboratory; Legion Insurance; $2 million aggregate and
occurrence.
Interfluid Environmental; Reliance Insurance Co.; $4 million
aggregate and
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occurrence.
WORKERS COMPENSATION POLICIES:
Thermoflow facility; Employers Insurance Co.
Interfluid Environmental; California State Compensation Fund.
DIRECTORS AND OFFICERS LIABILITY POLICY:
Being negotiated through Xxxxxxxx Risk Services, an insurance agency
through whom we have obtained many of our policies. We have quotes on two $2.5
million layers which we expect to bind within the next two weeks.
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