MERGER AGREEMENT
THIS MERGER AGREEMENT (the "Agreement") is entered into on August 29,
1997, by and among INTELLIGENCE NETWORK INTERNATIONAL, INC., a Florida
corporation ("INI") and SAFE AID PRODUCTS INCORPORATED, a Delaware corporation
("Safe Aid").
RECITALS
The Boards of Directors of Safe Aid and INI believe that the merger of
INI with and into Safe Aid would be advantageous and beneficial and in the best
interests of INI and Safe Aid and their respective shareholders.
It is the intention of the parties hereto that: (i) INI shall be merged
with and into Safe Aid (the "Merger") (ii) effective as of Closing, each
outstanding share of the common stock of INI will be converted into one share of
the common stock of Safe Aid; (ii) the Merger shall qualify as a transaction in
securities exempt from registration or qualification under the Securities Act of
1933, as amended (the "Securities Act"), and under applicable state securities
laws; and (iii) the Merger shall qualify as a tax-free reorganization under
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the
"Code").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and intending to be legally bound, the parties hereto agree as
follows:
1. Recitals and Definitions.
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(a) The foregoing RECITALS are true and correct, and are
incorporated herein and made a part hereof.
(b) For purposes of this Agreement, the terms set forth below
shall have the following meanings:
INI Statements - audited consolidated financial statements of INI
for the fiscal year ended December 31, 1996
Safe Aid
Statements - unaudited financial statements of Safe Aid for the
fiscal years ended November 30, 1995 and 1996
Closing - the consummation of the transaction of events set
forth in Section 11 hereof
Closing Date - the day on which the Closing is held as set forth
in Section 7 hereof and the time that Articles of
Merger are filed in accordance with the General
Corporation Law of the State of Delaware.
Common Stock - common stock, $.00001 par value per share, of Safe
Aid
Merger - the merger of INI with and into Safe Aid which
will result in the conversion of each outstanding
share of the common stock of INI into one share of
the Merger Stock
Merger Stock - 585,819,936 shares of Safe Aid Common Stock
2. The Merger.
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(a) Safe Aid and INI agree that on the Closing Date INI shall be
merged with and into Safe Aid, which shall be the surviving corporation, and
Safe Aid shall change its name to "Safe Technologies International, Inc." or
such other name as may be designated by INI. Safe Aid shall retain its current
stock trading symbol. Pursuant to the Merger, each share of common stock of INI
issued and outstanding immediately prior to the Closing shall, without any
action on the part of the holder thereof, be converted into one share of the
Merger Stock. No other consideration shall be payable to the INI stockholders in
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connection with the Merger. The issuance of the Merger Stock will not be
registered pursuant to the Securities Act.
(b) From and after the Closing, the Articles of Incorporation and
Bylaws of Safe Aid as in effect immediately prior to the Closing shall be the
Articles of Incorporation and Bylaws of Safe Aid, as the surviving corporation,
until further amended, except that Article FIRST of the Safe Aid Articles of
Incorporation shall be amended to read as follows, effective upon consummation
of the Merger:
"The name of the Corporation is SAFE TECHNOLOGIES INTERNATIONAL, INC.
3. Representations and Warranties of INI. As a material inducement to
Safe Aid to enter into this Agreement and consummate the transactions
contemplated hereby, INI makes the following representations and warranties to
Safe Aid. The representations and warranties are true and correct in all
material respects at this date, and will be true and correct in all material
respects on the Closing Date as though made on and as of such date.
(a) INI Statements. Schedule 3(a) contains the INI Statements. The
INI Statements and financial information contained therein present fairly the
financial condition of INI for the periods covered (subject, in the case of
unaudited statements, to normal year- end audit adjustments which will not be
material to INI, taken as a whole, in amount or effect). The INI Statements have
been prepared in accordance with generally accepted accounting principles,
consistently applied. The books and records of INI, financial and other, are in
all material respects complete and correct and have been maintained in
accordance with good business and accounting practices.
(b) Undisclosed Liabilities. INI does not have any liabilities or
obligations of any nature, fixed or contingent, matured or unmatured, that are
not shown or otherwise provided for in INI Statements, except for liabilities
and obligations arising subsequent to the date of INI Statements in the ordinary
course of business, none of which individually or in the aggregate will be
materially adverse to the business or financial condition of INI. There are no
material loss contingencies (as such term is used in Statement of Financial
Accounting Standards No. 5 of the Financial Accounting Standards Board) of INI
that will not be adequately provided for.
(c) Materially Adverse Change. Since the date of the most recent
INI Statements, the business of INI has been operated in the ordinary course and
there has not been:
(i) Any materially adverse change in the business,
condition (financial or otherwise), results of operations, prospects,
properties, assets, liabilities, earnings or net worth of INI for such period or
at any time during such period.
(ii) Any material damage, destruction or loss (whether
or not covered by insurance) affecting INI or its assets, properties or
businesses.
(iii) Any declaration, setting aside or payment of any
dividend or other distribution in respect of any shares of the capital stock of
INI, or any direct or indirect redemption, purchase or other acquisition of any
such stock or any agreement to do so.
(iv) Any issuance or sale by INI, or agreement by INI
to sell or pledge any of its securities, other than the issuance of common stock
as contemplated in Section 9(d) of this Agreement and issuances of common stock
to existing shareholders of INI for cash and/or services rendered. No
irrevocable proxies been given with respect to any securities of INI.
(v) Any statute, rule, regulation or order adopted by
any governmental body, agency or authority (including orders of regulatory
authorities with jurisdiction over INI) that materially and adversely affects
INI or their respective businesses or financial conditions.
(vi) Any material increase in the rate of compensation
or in bonus or commission payments payable or to become payable to any of the
salaried employees of INI; provided, however, that this subsection shall not
restrict or limit INI in any way from hiring additional personnel who are
required for their operations.
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(vii) Any other events or conditions of any character
that may reasonably be expected to have a materially adverse effect on INI or
their business or financial condition.
(d) Litigation. There are no actions, suits, claims,
investigations or legal, administrative or arbitration proceedings pending or,
to the knowledge of INI, threatened against INI, whether at law or in equity, or
before or by any federal, state, municipal, local, foreign or other governmental
department, commission, board, bureau, agency or instrumentality, nor does INI
know of any basis for any such action, suit, claim, investigation or proceeding.
(e) Compliance: Governmental Authorizations. INI has complied
in all material respects with all federal, state, local or foreign laws,
ordinances, regulations and orders applicable to its business, including without
limitation, federal and state securities, banking collection and consumer
protection laws and regulations that, if not complied with, would materially and
adversely affect its businesses. INI has all federal, state, local and foreign
governmental licenses and permits necessary for the conduct of its business.
Such licenses and permits are in full force and effect. INI knows of no
violations of any such licenses or permits. No proceedings are pending or
threatened to revoke or limit the use of such licenses or permits.
(f) Due Organization. INI is a corporation duly organized and
validly existing; its status is active; it is qualified to do business and in
good standing in each state where the properties owned, leased or operated, or
the business conducted, by them require such qualification and where failure to
so qualify would have a material adverse effect on their financial condition,
properties, business or results of operations. INI has the power to own its
properties and assets and to carry on its business as now presently conducted. A
true and complete copy of the Articles of Incorporation, By-Laws and Minutes of
Board of Directors and Stockholders Meetings of INI are attached hereto as
Schedule 3(f) and are made a part hereof.
(g) Tax Matters. INI has, or at the time of the Closing
hereunder will have, filed all federal, state and local tax or related returns
and reports due or required to be filed, which reports will accurately reflect
in all material respects the amount of taxes due. INI has paid all amounts or
taxes or assessments that would be delinquent if not paid as of the date of this
Agreement, and will have paid such required amounts as of the Closing Date.
There are no tax liens with respect to any properties owned by INI.
(h) Agreements. Schedule 3(h) contains a true and complete
list and brief description of all material written or oral contracts,
agreements, mortgages, obligations, understandings, arrangements, restrictions
and other instruments to which INI is a party or by which INI or its assets may
be bound. True and correct copies of all items set forth on Schedule 3(h) have
been or will have been made available to Safe Aid prior to the Closing. No event
has occurred that (whether with or without notice, lapse of time or the
happening or occurrence of any other event) would constitute a material default
by INI under any of the contracts or agreements set forth in Schedule 3(h). INI
has no knowledge of any material default by the other parties to such contracts
or agreements. In addition, no material violations have occurred pursuant to any
loan agreements to which any of INI is a party.
(i) Title to Property and Related Matters. INI has, and at the
time of the Closing will have, good and marketable title to all of its
properties, interests in properties and assets, real, personal and mixed, owned
by it at the date of this Agreement or acquired by it after the date of this
Agreement, of any kind or character, free and clear of any liens or
encumbrances. Except for matters that may arise in the ordinary course of
business, the assets of INI are in good operating condition and repair,
reasonable wear and tear excepted. To the best of the knowledge of INI, there
does not exist any condition that materially interferes with the use thereof in
the ordinary course of the business of INI.
(j) Licenses; Trademarks; Trade Names. Schedule 3(j) sets
forth all licenses, trademarks, trade names, service marks, copyrights, patents
or any applications for any of the foregoing that relate to the business of INI,
all of which are solely owned by INI, free and clear of any claims, liens or
encumbrances except as set forth on Schedule 3(j).
(k) Due Authorization. This Agreement has been duly
authorized, executed and delivered by INI and constitutes a valid and binding
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agreement of INI, enforceable in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium, and
other similar laws relating to, limiting or affecting the enforcement of
creditors rights generally or by the application of equitable principles.
Neither the execution and delivery of this Agreement, nor the consummation of
the transactions contemplated hereby, nor compliance with any of the provisions
hereof, will violate any order, writ, injunction or decree of any court or
governmental authority, or violate or conflict with in any material respect or
constitute a default under (or give rise to any right of termination,
cancellation or acceleration under) any provisions of INI's Articles of
Incorporation or Bylaws, the terms or conditions or provisions of any note,
bond, lease, mortgage, obligation, agreement, understanding, arrangement or
restriction of any kind to which INI is a party or by which INI or its
properties may be bound, or violates any statute, law, rule or regulation
applicable to INI. No consent or approval by any governmental authority is
required in connection with the execution and delivery by INI of this Agreement
or the consummation of the transactions contemplated hereby.
(l) Capitalization. The authorized capitalization of INI as of
the Closing Date will consist of 600,000,000 shares of no par value common stock
of which 585,819,936 shares will be issued and outstanding. Included within such
issued and outstanding shares are shares of INI common stock to be issued as
necessary and appropriate to fulfill the conditions precedent to Closing as set
forth in Section 9(d) of this Agreement. All issued and outstanding shares, when
issued, will be duly authorized, validly issued, fully paid and non-assessable,
and will be issued in compliance with applicable federal and state securities
laws and regulations. Except for the foregoing, there are no outstanding or
presently authorized securities, warrants, preemptive rights, subscription
rights or options to issue any of INI's securities.
(m) Full Disclosure. INI has, and at the Closing Date will
have, disclosed to Safe Aid in the Schedules to this Agreement or independently,
in writing, or made available to Safe Aid, documents, books and records
pertaining to, all events, conditions and facts materially affecting the
properties, business and prospects of INI. INI has not and will not have, at the
Closing Date, withheld disclosure or availability of any events, conditions and
facts of which it may have knowledge and that may materially and adversely
affect the properties, businesses or prospects of INI.
(n) Brokerage Fees. INI has not incurred, and will not incur,
any liability for brokerage or finder's fees or similar charges in connection
with this Agreement, except for finders' fees due to Robert Weinberg and Norman
and Bernice Moskowitz, which fees will be paid by Safe Aid on the Closing Date
by issuance of 3,527,386 shares of Common Stock to Robert Weinberg or his
designees and 3,527,386 shares of Common stock to Norman and Bernice Moskowitz
or their designees.
(o) Employee Benefit Plans. True and complete copies of all
employee benefit plans of INI, in any, have been heretofore delivered to Safe
Aid.
(p) Not Investment Company. INI is not an "investment company"
as defined in Section 368(a)(2)(F)(iii) of the Code.
4. Representations and Warranties of Safe Aid. Safe Aid, as a material
inducement to INI to enter into this Agreement and consummate the transactions
contemplated hereby, makes the following representations and warranties to INI,
which representations and warranties are true and correct in all material
respects at this date, and will be true and correct in all material respects on
the Closing Date as though made on and as of such date.
(a) Due Organization. Safe Aid is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Safe Aid has the corporate power to own its property and to carry on
its business as now presently conducted. The Articles of Incorporation and
By-Laws of Safe Aid are attached hereto as Schedule 4(a) and are made a part
hereof.
(b) Capitalization. The authorized capital stock of Safe Aid
consists of 950,000,000 shares of $.00001 par value Common Stock, of which
705,477,200 shares are outstanding as of the date of this Agreement. Prior to
Closing, Safe Aid shall complete a 10 to 1 reverse stock split pursuant to which
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the number of outstanding shares will be reduced to 70,547,720 as of Closing
with no change to the par value of the Common Stock, and shall increase its
authorized Common Stock to 999,999,000 shares. All of the outstanding shares of
Common Stock have been validly issued and are fully paid and non-assessable.
Except (i) for outstanding warrants for the purchase of 147,272,800 shares of
Common Stock as described in the Form 10-QSB filed by Safe Aid with the
Securities and Exchange Commission for the quarter ended May 31, 1997 and (ii)
as described in this Agreement, Safe Aid has no shares of Common Stock reserved
for issuance and there are no outstanding subscriptions, options, warrants,
rights, convertible securities or other agreements or commitments of any
character relating to the issued or unissued Common Stock or other securities of
Safe Aid obligating Safe Aid to issue any securities.
(c) Subsidiaries. Safe Aid has no subsidiaries, nor does it
own any interest in any other corporation, partnership or other entity, nor does
it have any right or obligation, whether under any agreement (oral or written)
or instrument of any kind, to acquire any such interest.
(d) Due Authorization. Subject only to approval of this
Agreement by Safe Aid's shareholders, this Agreement has been duly authorized,
executed, and delivered by Safe Aid, and constitutes a legal, valid, and binding
obligation of Safe Aid, enforceable in accordance with its terms except as such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium, and
other similar laws relating to, limiting or affecting the enforcement of
creditors rights generally or by the application of equitable principles. The
execution, delivery and performance of this Agreement by Safe Aid will not
violate or conflict with in any material respect or constitute a default under
any provisions of applicable law, Safe Aid's Articles of Incorporation or
Bylaws, or any agreement or instrument to which Safe Aid is a party or by which
it or its assets are bound. No consent of any federal, state, municipal or other
governmental authority is required by Safe Aid for the execution, delivery or
performance of this Agreement by Safe Aid. No consent of any party to any
contract or agreement to which Safe Aid is a party or by which any of its
property or assets are subject is required for the execution, delivery or
performance of this Agreement by Safe Aid that has not been obtained at the date
of this Agreement.
(e) Shares of Merger Stock; Nature of Transactions. The Merger
Stock will be validly and legally issued, free and clear of all liens,
encumbrances, transfer fees and preemptive rights, and will be fully paid and
non-assessable. When consummated, the transactions provided in this Agreement,
including the issuance and delivery of the Merger Stock, will constitute (I) a
transaction of securities "not involving a public offering" under the Securities
Act, and (ii) a tax-free reorganization under Section 368(a)(1)(A) of the Code.
(f) SEC Reports. From the first date that such reports were
required of Safe Aid, Safe Aid has accurately and completely filed with the SEC
all of its required Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q. As of their respective dates, neither Safe Aid's Annual Report on Form
10-KSB for the fiscal year ended November 31, 1996, nor Safe Aid's Quarterly
Report on Form 10-QSB for the period ended May 31, 1997, each in the form
(including exhibits) filed with the SEC (collectively, the "Company Reports"),
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances in which they were made, not misleading.
True and complete copies of the Company Reports have been heretofore delivered
to INI.
(g) Safe Aid Statements. Schedule 4(f) contains the Safe Aid
Statements. The Safe Aid Statements fairly present the financial position of
Safe Aid as of the date thereof. The books and records, financial and other, of
Safe Aid are in all material respects complete and correct.
(h) Undisclosed Liabilities. Safe Aid has no liabilities or
obligations of any nature, fixed or contingently matured or unmatured, that are
not shown or otherwise provided for in Safe Aid Statements or have not been
disclosed to INI.
(i) Litigation. There are no actions, suits, claims,
investigations or legal, administrative or arbitration proceedings pending
against Safe Aid, its assets or business, whether at law or in equity, or before
or by any federal, state, municipal, local, foreign or other governmental
department, commission, board, bureau, agency or instrumentality, nor does Safe
Aid know of a threat of, or any basis for, any such action, suit, claim,
investigation or proceeding.
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(j) Tax Matters. Safe Aid has filed all federal, state and
local, tax or related returns and reports due or required to be filed, which
reports accurately reflect in all material respects the amount of taxes due.
Safe Aid has paid all taxes or assessments that have become due, other than
taxes or charges being contested in good faith or not yet finally determined.
Safe Aid is not aware of any tax liens with respect to any properties owned by
Safe Aid.
(k) Full Disclosure. Safe Aid has not, and will not have at
the Closing Date, withheld disclosure of any events, conditions, and facts of
which it may have knowledge and that may materially and adversely affect the
business or prospects of Safe Aid.
(l) Brokerage Fees. Safe Aid has not incurred, and will not
incur, any liability for brokerage or finder's fees or similar charges in
connection with this Agreement, except for a finders' fee due to Private Trust
Corp., Ltd., as Trustee for New Amsterdam Investment Trust, which fee will be
paid by Safe Aid on the Closing Date by issuance of 7,054,772 shares of Common
Stock to Private Trust Corp., Ltd., as Trustee.
(m) No Approvals Required. No approval, authorization,
consent, order or other action of, or filing with, any person, firm or
corporation or any court, administrative agency or other governmental authority
is required in connection with the execution and delivery by Safe Aid of this
Agreement or the consummation of the transactions described herein, except to
the extent that Safe Aid may be required to file reports in accordance with
relevant regulations under federal and state securities laws.
5. Covenants and Agreements.
The parties covenant and agree as follows:
(a) Conduct of Business. From the date hereof through the date
of the Closing, Safe Aid and INI shall conduct their respective businesses in
the ordinary course and in material compliance with all requirements of law to
which they are subject, keep their respective business and properties
substantially intact, and except in the ordinary course of business without the
prior written consent of Safe Aid, INI will not undertake any of the actions
specified in Section 3(c).
(b) Litigation. Safe Aid and INI shall promptly notify each
other of any lawsuit, claims, proceedings or investigations which after the date
hereof are threatened or commenced against it or against any officer, director,
employee, affiliate or consultant of it, with respect to the transactions
contemplated hereby or which reasonably could be expected to have a material
adverse effect.
(c) Distribution of Proxy Statement; Stockholder Meetings. At
the earliest practicable date following the date hereof, each of INI and Safe
Aid shall distribute a Joint Proxy Statement to its stockholders which gives
notice of the Stockholder Meetings for the purposes of adopting this Agreement
and approving the Merger (including the change of Safe Aid's name to Safe
Technologies International, Inc.), and (in the case of Safe Aid) approving the
reverse stock split and increase in authorized capital provided in Section 4(b)
of this Agreement, and considering such other matters as may properly come
before such meetings. The stockholder meetings shall be held as soon as
practicable (but in no event less than 20 or more than 30 days following
completion of the Joint Proxy Statement).
(d) Issuance of Capital Stock. Neither INI nor Safe Aid shall
issue, commit to issue, redeem or purchase, or amend the terms of, any of its
capital stock after the date hereof and prior to the Closing Date except as
otherwise contemplated by this Agreement.
(e) Notification of Certain Events. Each of INI and Safe Aid
shall promptly be given notice by the other of any event, condition or
circumstance occurring from the date hereof through the Closing Date which would
constitute or which would, with the passage of time or giving notice or both,
constitute a violation or breach of any representation or warranty contained
herein occurring with respect to the party required to give notice pursuant to
this Section.
(f) Tax Treatment. INI and Safe Aid undertake and agree to
take no action which would cause the Merger to fail to qualify as a
reorganization within the meaning of Section 368(a)(1)(A) of the Code. Safe Aid
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agrees that it will file no tax returns or otherwise take a position
inconsistent with such tax treatment.
(g) Compensation. Neither party shall authorize any salary or
compensation increase, dividend or loans to officers or directors without the
prior written consent of the other party.
(h) Reports. Safe Aid shall file all required reports to
comply, and to remain in compliance with, all applicable federal and state
securities laws, rules and regulations.
6. Due Diligence and Termination. Safe Aid and INI each shall be
entitled to conduct, and all of the parties agree to cooperate in the conduct
of, such due diligence as Safe Aid or INI may wish to conduct prior to and on
the Closing Date to verify the truth, accuracy and completeness of
representations and warranties of the other parties to this Agreement. Safe Aid
shall have the right to terminate this Agreement upon written notice to INI at
any time prior to the Closing if INI fails to fulfill the conditions set forth
in Sections 5 and 9 that are applicable to INI. INI shall have the right to
cancel this Agreement upon written notice to Safe Aid at any time prior to the
Closing if Safe Aid fails to fulfill the conditions set forth in Sections 4(b),
5 and 8 that are applicable to Safe Aid. If either Safe Aid or INI so terminates
this Agreement, this Agreement shall be of no further force and effect and all
rights and obligations of the parties shall terminate without liability to
either party.
7. Closing Date. Both parties will diligently and continuously pursue
the actions required to close the Merger as soon as possible, using best efforts
to close by September 30, 1997. Either party may extend the Closing Date for up
to 30 days upon demonstration to the reasonable satisfaction of the other party
that they are diligently pursuing the performance of, and compliance with, all
conditions precedent to their obligations hereunder. Either party may terminate
this Agreement upon written notice to the other if the Closing has not occurred
by October 31, 1997, without liability to either party.
8. Conditions Precedent to Obligations of INI. All obligations of INI
under this Agreement are subject to the fulfillment, prior to or on the Closing
Date (unless otherwise stated herein), of each of the following conditions, any
one or all of which may be waived by INI:
(a) The Shareholders of Safe Aid and INI shall have approved
the execution of this Agreement and the Merger thereby.
(b) The representations and warranties made by or on behalf of
Safe Aid contained in this Agreement or in any certificate or document delivered
to INI pursuant to the provisions hereof at the Closing shall be true in all
material respects at and as of the time of the Closing as though such
representations and warranties were made at and as of such time.
(c) Safe Aid shall have performed and complied in all material
respects with all covenants, agreements and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing.
(d) Safe Aid shall have delivered all of the Schedules
required herein, and copies of the documents referred to therein, to INI and
such Schedules and documents shall have been reasonably acceptable to INI.
(e) Any Due Diligence Examination by INI prior to the Closing
Date shall not have resulted in the discovery of any materially adverse
information concerning the business, condition (financial or otherwise), results
of operations, prospects, properties, assets, liabilities, earnings or net worth
of Safe Aid that was not previously disclosed and which constitutes a breach of
a representation or warranty of Safe Aid under this Agreement.
9. Conditions Precedent to Obligations of Safe Aid. All obligations of
Safe Aid under this Agreement are subject to the fulfillment, prior to or on the
Closing Date, of each of the following conditions, any one or all of which may
be waived in writing by Safe Aid:
(a) The stockholders of INI and Safe Aid shall have approved
the execution of this Agreement and the Merger thereby.
(b) The representations and warranties by INI contained in
this Agreement or in any certificate or document delivered to Safe Aid pursuant
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to the provisions hereof shall be true in all material respects at and as of the
time of the Closing as though such representations and warranties were made at
and as of such time.
(c) INI shall have performed and complied in all material
respects with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by them prior to or at the Closing.
(d) Simultaneously with or prior to Closing, INI shall close
its acquisition of at least two companies active in industries related to that
of INI and reasonably acceptable to Safe Aid, and as of the Closing Date shall
have not less than $280,000 in cash or cash equivalent assets. Any securities of
INI issued in connection with transactions entered into by INI in order to
satisfy the foregoing conditions shall be issued in compliance with all
applicable federal and state securities laws.
(e) INI shall have delivered all of the Schedules required
herein, and copies of the documents referred to therein, to Safe Aid and such
Schedules and documents shall have been reasonably acceptable to Safe Aid.
(f) INI shall have (i) no liens or encumbrances of any nature
on its assets, other than capital lease obligations that exist at the date of
this Agreement or as described in INI Statements or the Schedules to this
Agreement or otherwise disclosed to Safe Aid; (ii) no violations in any material
respect pursuant to any loan agreements; and (iii) no debt or other obligations
except as described in INI Statements or the Schedules to this Agreement or
otherwise disclosed to Safe Aid.
(g) Any Due Diligence Examination by Safe Aid prior to the
Closing Date shall not have resulted in the discovery of any materially adverse
information concerning the business, condition (financial or otherwise), results
of operations, prospects, properties, assets, liabilities, earnings or net worth
of INI.
(h) Safe Aid and Barbara Tolley shall have entered into an
Employment Agreement pursuant to which Tolley will be employed as Chief
Executive Officer and Chairman of the Board of Safe Aid. The Employment
Agreement will be for a term of two years, subject to termination for cause,
will provide for a compensation package as agreed to by Safe Aid and Tolley, and
will include an option to Tolley to extend the Employment Agreement for one
additional year.
10. Nature of Representations and Warranties. All of the parties hereto
are executing and carrying out the provisions of this Agreement in reliance on
the representations, warranties, covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for, and any
investigation that they might have made or any other representations,
warranties, covenants, agreements, promises or information, written or oral,
made by the other party or parties or any other person shall not be deemed a
waiver of any breach of any such representation, warranty, covenant or
agreement.
11. Closing. At the Closing, the following transactions shall occur,
all of such transactions being deemed to occur simultaneously:
(a) INI will deliver, or cause to be delivered, to Safe Aid
the following:
(i) All corporate records of INI, including without
limitation corporate minute books (which shall contain copies of the Articles of
Incorporation and Bylaws, as amended to the Closing Date), stock books, stock
transfer books, corporate seals, shares of stock of the Subsidiaries; and such
other corporate books and records as may reasonably be requested by Safe Aid and
its counsel.
(ii) A Certificate of Status for INI from the Secretary
of State of Florida, dated at or about the Closing Date, to the effect that such
corporation is in good standing under the laws of Florida.
(iii) Articles of Incorporation and Bylaws of INI
certified by the Secretary of INI as to their accuracy and completeness.
(iv) Copies of resolutions of the Board of Directors
and Shareholders of INI authorizing the transactions contemplated under this
Agreement.
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(v) Such documents as may be needed to accomplish the
Merger under the corporate laws of the State of Delaware.
(vi) A certificate of INI's President to the effect
that all representations and warranties of INI made under this Agreement are
reaffirmed on the Closing Date, as though originally given on such date.
(vii) Such other instruments, documents and
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement or that may be reasonably requested in furtherance of the
provisions of this Agreement.
(b) Safe Aid will deliver or cause to be delivered to INI:
(i) Stock issuance instructions to Safe Aid's transfer
agent for the conversion of INI common stock to Safe Aid common stock, within
five business days after the Closing Date.
(ii) A Certificate of Status from the Secretary of
State of Delaware, dated at or about the Closing Date, to the effect that such
corporation is in good standing under the laws of Delaware.
(iii) Copies of resolutions of the Board of Directors
and Shareholders of Safe Aid authorizing the transactions contemplated under
this Agreement.
(iv) Such documents as may be needed to accomplish the
Merger under the corporate laws of the State of Delaware.
(v) A certificate of Safe Aid's President to the effect
that all representations and warranties of Safe Aid made under this Agreement
are reaffirmed on the Closing Date, as though originally given on such date.
(vi) Such other instruments, documents and
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement, or that may be reasonably requested in furtherance of the
provisions of this Agreement.
(c) As of the Closing Date, all existing directors and
officers of Safe Aid shall resign, Barbara Tolley and two other persons
designated by Tolley will be elected as the directors of Safe Aid.
(d) Safe Aid shall issue, for services rendered in connection
with the Merger and for other good and valuable consideration, 17,500,000 shares
of Common Stock (on a post-split basis) to each of Stanley Snyder and Lawrence
Feldman.
12. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
delivered in person or sent by overnight courier delivery, confirmed facsimile
transmission or prepaid first class registered or certified mail, return receipt
requested, to the following addresses, or such other addresses as are given to
the other parties to this Agreement in the manner set forth herein:
If to Safe Aid, to: Stanley Snyder, President
Safe Aid Products Incorporated
c/o Lazer, Aptheker, Feldman, Rosella & Yedid, LLP
35 Pinelawn Road, Suite 203W
Melville, NY 11747
with a copy to: Eric W. Nodiff, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, NY 10017
If to INI, to: Barbara Tolley, President
Intelligence Network International, Inc.
249 Peruvian Avenue
Palm Beach, FL 33480
with a copy to: Gerald W. Gritter, Esq.
English, McCaughan & O'Bryan, P.A.
100 NE Third Avenue, Suite 1100
Fort Lauderdale, FL 33301
Any such notices shall be effective when delivered in person or sent by
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facsimile transmission, one business day after being sent by overnight courier
delivery or three business days after being sent by registered or certified
mail. Any of the foregoing addresses may be changed by giving notice of such
change in the foregoing manner, except that notices for changes of address shall
be effective only upon receipt.
13. Miscellaneous.
(a) Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and take
such further action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
(b) Time. Time is of the essence.
(c) Survival of Representations. All covenants and agreements
made herein shall survive the Closing through all applicable statutes of
limitation. All covenants and agreements by or on behalf of the parties hereto
that are contained or incorporated in this Agreement shall bind and inure to the
benefit of the successors and assigns of all parties hereto.
(d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
It supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.
(e) Amendment. This Agreement may not be amended, supplemented
or modified in whole or in part except by an instrument in writing signed by the
party or parties against whom enforcement of any such amendment, supplement or
modification is sought.
(f) Assignment. This Agreement may not be assigned by any
party hereto without the prior written consent of the other parties.
(g) Choice of Law. This Agreement shall be interpreted,
construed and enforced in accordance with the laws of the State of Florida
(except insofar as Delaware law shall govern the Merger and the corporate
actions of the parties contemplated hereby).
(h) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this agreement.
(i) Pronouns. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural as the
context may require.
(j) Number and Gender. Words used in this Agreement,
regardless of the number and gender specifically used, shall be deemed and
construed to include any other number, singular or plural, and any other gender,
masculine, feminine or neuter, as the context indicates is appropriate.
(k) Construction. The parties hereto and their respective
legal counsel participated in the preparation of this Agreement; therefore, this
Agreement shall be construed neither against nor in favor of any of the parties
hereto, but rather in accordance with the fair meaning thereof.
(l) Effect of Waiver. The failure of any party at any time or
times to require performance of any provision of this Agreement will in no
manner affect the right to enforce the same. The waiver by any party of any
breach of any provision of this Agreement will not be construed to be a waiver
by any such party of any succeeding breach of that provision or a waiver by such
party of any breach of any other provision.
(m) Severability. The invalidity, illegality or
unenforceability of any provision or provisions of this Agreement will not
affect any other provision of this Agreement, which will remain in full force
and effect, nor will the invalidity, illegality or unenforceability of a portion
of any provision of this Agreement affect the balance of such provision. In the
event that any one or more of the provisions contained in this Agreement or any
portion thereof shall for any reason be held to be invalid, illegal or
unenforceable in any respect, this Agreement shall be reformed, construed and
enforced as if such invalid, illegal or unenforceable provision had never been
contained herein.
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(n) Enforcement. Should it become necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
the successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs.
The parties hereto acknowledge and agree that any party's
remedy at law for a breach or threatened breach of any of the provisions of this
Agreement would be inadequate and such breach or threatened breach shall be per
se deemed as causing irreparable harm to such party. Therefore, in the event of
such breach or threatened breach, the parties hereto agree that, in addition to
any available remedy at law, including but not limited to monetary damages, an
aggrieved party, without posting any bond, shall be entitled to obtain, and the
offending party agrees not to oppose the aggrieved party's request for,
equitable relief in the form of specific enforcement, temporary restraining
order, temporary or permanent injunction, or any other equitable remedy that may
then be available to the aggrieved party.
(o) Binding Nature. This Agreement will be binding upon and
will inure to the benefit of any successor or successors of the parties hereto.
(p) No Third-Party Beneficiaries. No person shall be deemed to
possess any third-party beneficiary right pursuant to this Agreement. It is the
intent of the parties hereto that no direct benefit to any third party is
intended or implied by the execution of this Agreement.
(q) Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.
(r) Facsimile Signature. This Agreement may be executed and
accepted by facsimile signature and any such signature shall be of the same
force and effect as an original signature.
(s) Press Releases and Announcements: Prohibition on Trading
in Safe Aid Stock. Upon execution of this Agreement, INI and Safe Aid shall
jointly prepare and issue a press release or announcement relating to the
subject matter of this Agreement. INI and Safe Aid acknowledge that the United
States Securities Laws prohibit any person who has received material non-public
information concerning the matters which are the subject matter of this
Agreement from purchasing or selling the securities of Safe Aid, or from
communicating such information to any person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase or sell securities
of Safe Aid. Accordingly, INI and Safe Aid agree that they will instruct their
respective directors and officers not to purchase or sell any securities of Safe
Aid, or communicate such information to any other person under circumstances in
which it is reasonably foreseeable that such person is likely to purchase or
sell securities of Safe Aid, until no earlier than 72 hours following the
dissemination of a Current Report on Form 8-K to the SEC announcing the proposed
Merger pursuant to this Agreement.
(t) Expenses. All expenses incident to the preparation of
documents for, and closing of, the Merger will be borne by INI. Safe Aid
acknowledges that INI has forwarded its check in the amount of $10,000 to
counsel for Safe Aid as payment in full for their legal services in connection
with this transaction.
(u) Additional Agreement. For a period of two (2) years
following the Closing Date, Safe Aid shall be prohibited, directly and
indirectly, from effectuating a reverse stock split and for a period of three
(3) years following the Closing Date, the issuance of any capital stock or
securities convertible into or exercisable for capital stock shall be subject to
the approval of Barbara Tolley so long as she is the President or Chief
Executive Officer of Safe Aid.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
SAFE AID PRODUCTS INCORPORATED
By: /s/ Lawrence Feldman
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Lawrence Feldman, Corporate Agent
INTELLIGENCE NETWORK INTERNATIONAL, INC.
By: /s/ Barbara Tolley
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Barbara Tolley, President