Exhibit 99(i)
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ACQUISITION AGREEMENT
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Agreement and Plan of Reorganization, entered into as of January 5, 2001,
effective January 1, 2001, by and between Urecoats International, Inc., a
Florida corporation (hereinafter referred to as "Urecoats International");
Rainguard Roofing Corporation, a Florida corporation (hereinafter referred to
as "Rainguard Roofing"); and Urecoats Industries Inc., a Delaware corporation
(hereinafter referred to as "Urecoats Industries").
1. PLAN OF REORGANIZATION. All of the issued and outstanding capital
stock of Rainguard Roofing shall be acquired by Urecoats International,
consisting of one hundred (100) shares of common stock, with a par value of
$1.00 per share in exchange solely for shares of voting common stock of
Urecoats Industries, having a par value of $.01 per share. Urecoats
International is a wholly-owned subsidiary of Urecoats Industries.
2. EXCHANGE OF SHARES. Urecoats International agrees that all of the
outstanding shares of Rainguard Roofing shall be exchanged for 50,000 shares
of restricted common stock of Urecoats Industries. Urecoats Industries is
providing these shares to Urecoats International for the purpose of making
this acquisition. Rainguard Roofing will thereafter become a wholly-owned
subsidiary of Urecoats International.
Subject to approval of Rainguard Roofing shareholder(s), such shares shall
be issued to the respective stockholder(s) of Rainguard Roofing or pursuant to
their instructions.
3. DELIVERY OF SHARES. Subject to the approval of the shareholder(s) of
Rainguard Roofing, on the closing date, the Rainguard Roofing stockholder(s)
will deliver certificate(s) for the shares of Rainguard Roofing duly endorsed
with signatures guaranteed so as to make Urecoats International the sole owner
thereof, free and clear of all claims and encumbrances; and within ten (10)
days after such closing date delivery of the Urecoats Industries shares will
be made to the Rainguard Roofing stockholder(s) as above set forth.
Delivery by the Rainguard Roofing stockholder(s) will be made to the agent
for Urecoats International at such place in or about Pompano Beach, Florida, or
at such other place as may be determined by the parties. Time is of the
essence.
4. REPRESENTATIONS OF RAINGUARD ROOFING AND RAINGUARD ROOFING
STOCKHOLDER(S). Rainguard Roofing and Albert J. Kareyva III and Holly J.
Kareyva, represent and warrant the following which shall survive the closing:
(a) That the shares of Urecoats Industries shall be acquired by
Rainguard Roofing stockholder(s) for their own beneficial account and they will
hold such shares of common stock of Urecoats Industries for investment and not
with a view to the unlawful distribution thereof and acknowledge that the
certificate(s) for the shares shall contain a restrictive legend thereon,
restricting sale, transfer or hypothecation thereof unless the shares are the
subject of an effective registration statement duly filed with the Securities
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and Exchange Commission (hereinafter referred to as "SEC") under the Securities
Act of 1933, as amended (hereinafter referred to as the "Act"), or the issuer
is provided, with an opinion of counsel, satisfactory to it, that registration
is not required under the Act;
(b) As of the closing date the Rainguard Roofing stockholder(s) will
be the sole owners of the shares of Rainguard Roofing appearing of record in
their names; such shares will be free from claims, liens, or other encumbrances
and such shareholder(s) will have the unqualified right to transfer such shares;
(c) The shares to be delivered by Rainguard Roofing stockholder(s)
constitute validly issued shares of Rainguard Roofing, fully paid and
nonassessable;
(d) Rainguard Roofing is a company with no substantial liabilities,
either fixed or contingent, other than contracts or obligations in the usual
course of business which Rainguard Roofing is able to pay; and no such contracts
or obligations in the usual course of business or liens or other liabilities
which, if disclosed, would pose any substantial changes in the financial
condition of Rainguard Roofing;
(e) Rainguard Roofing does not have any outstanding legal judgments
against it, is not involved in any pending litigation or governmental
investigation or proceeding, and to the knowledge of Rainguard Roofing, no
litigation or governmental investigation or proceeding is threatened against
Rainguard Roofing; All income and property taxes (real and personal) of
Rainguard Roofing and its stockholder(s) are paid (or not delinquent) and there
are no tax liens against the property (real or personal) of Rainguard Roofing or
its stoskholder(s);
(f) Rainguard Roofing stockholder(s) agree that they will retain all
rights to receivables and be responsible for payment of all payables existing
and accrued prior to and up to the date of closing;
(g) Rainguard Roofing stockholder(s) agree to hold Urecoats
International and Urecoats Industries harmless from all existing and/or later
filed warranty claims for any work performed by Rainguard prior to and up to the
date of closing;
(h) As of the closing date, Rainguard Roofing will be in good standing
as a Florida corporation; and
(i) Rainguard Roofing stockholder(s) hereby and each of them
acknowledge that no one has made any representations to them about the value
prospects of Urecoats Industries' common stock.
5. REPRESENTATIONS OF URECOATS INTERNATIONAL. Urecoats International
represents and warrants as follows:
(a) As of the closing date, the shares to be delivered to the
Rainguard Roofing stockholder(s) will constitute the valid and legally issued
shares of Urecoats Industries, fully paid and nonassessable, and will be
legally equivalent in all respects to the common stock of Urecoats Industries
issued and outstanding as of date hereof;
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(b) The officers of Urecoats International are duly authorized to
execute this agreement pursuant to authorization from its Board of Directors;
(c) Urecoats International, Inc. is a wholly-owned subsidiary of
Urecoats Industries;
(d) Urecoats International is not involved in any governmental
investigation or proceeding;
(e) As of the closing date, Urecoats International will be in good
standing as a Florida corporation; and
(f) The shares of Rainguard Roofing are being acquired by Urecoats
International for an investment, and there is no present intention on the part
of Urecoats International to dispose of such shares.
6. REPRESENTATIONS OF URECOATS INDUSTRIES. Urecoats Industries represents
and warrants as follows:
(a) Urecoats Industries is involved in this Agreement solely for the
purpose of providing fifty thousand (50,000) shares of its restricted common
stock to Urecoats International to facilitate the acquisition of Rainguard
Roofing by Urecoats International;
(b) As of the closing date, the shares to be delivered to the
Rainguard Roofing stockholder(s) will constitute the valid and legally issued
shares of Urecoats Industries, fully paid and nonassessable, and will be
legally equivalent in all respects to the common stock of Urecoats Industries
issued and outstanding as of date hereof;
(c) The officer signing this Agreement on behalf of Urecoats
Industries is duly authorized to execute this Agreement;
(d) Urecoats International, Inc. is a wholly-owned subsidiary of
Urecoats Industries;
(e) Urecoats Industries is a publicly traded company that files
periodic reports with the SEC, and the Rainguard Roofing stockholder(s)
acknowledge receipt of the most recent Annual Report and periodic financial
and other reports filed during the 2000 year as of the closing date hereof;
(f) Urecoats Industries is not involved in any governmental
investigation or proceeding; and
(g) As of the closing date, Urecoats Industries will be in good
standing as a Delaware corporation.
7. CONDITIONS OF CLOSING.
(a) The closing date herein referred to shall be January 5, 2001;
(b) All representations, warranties and covenants herein made shall
survive the closing;
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(c) At the closing the Rainguard Roofing stockholder(s) shall
designate, nominate, constitute, and appoint Michael T. Adams, Vice President of
Urecoats International, as their agent to accept delivery of the certificate(s)
of Urecoats Industries stock (when issued) to be issued in their respective
name(s), and to give a good and sufficient receipt and acquittance for the same,
and in connection therewith to make delivery of their stock in Rainguard Roofing
to Urecoats International; and
(d) The obligations of both Rainguard Roofing and Urecoats
International are not conditioned upon the receipt of a favorable tax ruling
regarding the tax-free character of the reorganization under I.R.C. Section
368(a)(1)(B).
8. PROHIBITED ACTS. Rainguard Roofing agrees not to do any of the
following things prior to the closing date, and subject to their approval, will
cause the Rainguard Roofing stockholder(s) to agree that prior to the closing
date they will not request or to the extent practicable, permit Rainguard
Roofing to do any of the following things:
(a) Declare or pay any dividends or other distributions on its stock
or purchase or redeem any of its stock;
(b) Issue any stock or other securities increasing the total number of
shares outstanding, including any right or option to purchase or otherwise
acquire any of its stock, or issue any notes or other evidences of indebtedness
not in the usual course of business; and
(c) Make any capital expenditures except with the consent of Urecoats
International.
9. DELIVERY OF RECORDS. The Rainguard Roofing stockholder(s) agree that
on or before the closing date they will cause to be delivered to Urecoats
International such corporate records or other documents of Rainguard Roofing as
Urecoats International may reasonably request.
10. ASSIGNMENT. This agreement may not be assigned by any party without
the written consent of the other party hereto.
11. NOTICES. Any notice which any of the parties hereto may desire to
serve upon any of the other parties hereto shall be in writing and shall be
conclusively deemed to have been received by the party to whom addressed, if
mailed, postage prepaid, United States Registered Mail, to the following
addresses:
Urecoats International, Inc. Rainguard Roofing Corporation
c/o: Robert L. Sader, Esquire Attn: Albert J. Kareyva III
Sader & LeMaire, P.A. 1505 SW 25th Avenue
1901 West Cypress Creek Road, Suite 415 Fort Lauderdale, Florida 33312
Fort Lauderdale, Florida 33309 Telephone (954) 791-4478
Telephone (954) 776-7004 Facsimile (954) 791-4479
Facsimile (954) 938-4409
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12. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Broward County, Florida, in accordance with the Rules of the American
Arbitration Association then in effect (except to the extent that the
procedures outlined below differ from such rules). The parties agree to act as
expeditiously as possible to select arbitrators and conclude the dispute. The
selected arbitrators must ender their decision in writing. The cost and
expenses of the arbitration and of enforcement of any award in any court shall
be borne by the losing party. If advances are required, each party will advance
one-half of the estimated fees and expenses of the arbitrators. Judgment may
be entered on the arbitrators' award in any court having jurisdiction. Although
arbitration is contemplated to resolve disputes hereunder, either party may
proceed to court to obtain an injunction to protect its rights hereunder, the
parties agreeing that either could suffer irreparable harm by reason of any
breach of this Agreement. Pursuit of an injunction shall not impair arbitration
on all remaining issues.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to its conflict
of laws principles to the extent that such principles would require the
application of laws other than the laws of the State of Florida. Venue for any
action brought hereunder shall be in Broward County, Florida and the parties
hereto waive any claim that such forum is inconvenient.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and, upon
its effectiveness, shall supersede all prior agreements, understandings and
arrangements, both oral and written, between the parties with respect to such
subject matter. This Agreement may not be modified in any way unless by a
written instrument signed by all parties hereto.
15. WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed
as a waiver of any subsequent breach or violation.
16. DAMAGES. Nothing contained herein shall be construed to prevent any
of the parties hereto from seeking and recovering from the other damages
sustained by each of them as a result of a breach of any term or provision of
this Agreement. In the event that either party hereto brings suit for the
collection of any damages resulting from, or the injunction of any action
constituting, a breach of any of the terms or provisions of this Agreement,
then the party found to be at fault shall pay all reasonable court costs and
attorneys' fees of the other.
17. CONSTRUCTIONS. This Agreement shall be construed without regard to
any presumption or other rule requiring construction against the party causing
the drafting hereof, each party having been given the opportunity to be
represented by counsel of their choice in connection with the negotiation of
this Agreement.
18. SECTION HEADINGS. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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19. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the parties, their successors, and assigns.
20. THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any
person other than the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and assigns, any rights or
remedies under or by reason of this Agreement.
Executed in multiple counterparts, each of which shall be deemed a
duplicate original, as of the date first above written.
URECOATS INTERNATIONAL, INC. RAINGUARD ROOFING CORPORATION
By: /s/ Michael T. Adams, V.P. By: /s/ Albert J. Kareyva III, Pres.
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Name: Michael T. Adams Name: Albert J. Kareyva III
Title: Vice President Title: President
Date: 1/5/01 Date: 010501
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ALBERT J. KAREYVA III HOLLY J. KAREYVA
AS SHAREHOLDER OF AS SHAREHOLDER OF
RAINGUARD ROOFING CORPORATION RAINGUARD ROOFING CORPORATION
By: /s/ Albert J. Kareyva III By: /s/ Holly J. Kareyva
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Name: Albert J. Kareyva III Name: Albert J. Kareyva III
Title: Shareholder Title: Shareholder
Date: 010501 Date: January 5, 2001
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The signature below applies solely to the issuance of restricted common stock
to Rainguard Roofing on behalf of Urecoats International in connection with
this Agreement.
URECOATS INDUSTRIES INC.
By: /s/ Michael T. Adams, Executive V.P.
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Name: Michael T. Adams
Title: Executive Vice President
Date: 1/5/01
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