-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EYJrPmZR12NQ6jEjlJx8s6Vs87LtGZFONGojiodupnWLeXsMk2sgSJXwjeabMoxu W4cHoDuoJIRvyrZohSYgGA== 0001072613-06-002531.txt : 20061214 0001072613-06-002531.hdr.sgml : 20061214 20061214143148 ACCESSION NUMBER: 0001072613-06-002531 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20061214 DATE AS OF CHANGE: 20061214 GROUP MEMBERS: LAVIN HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOFIRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000823070 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 223218682 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53863 FILM NUMBER: 061276683 BUSINESS ADDRESS: STREET 1: 21 INDUSTRIAL AVE CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2018181616 FORMER COMPANY: FORMER CONFORMED NAME: PNF INDUSTRIES INC DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: PORTAFONE INTERNATIONAL CELLULAR COMMUNICATIONS INC DATE OF NAME CHANGE: 19920128 FORMER COMPANY: FORMER CONFORMED NAME: NFW CAPITAL GROUP INC DATE OF NAME CHANGE: 19900427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lavin James F CENTRAL INDEX KEY: 0001312878 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 201-833-1307 MAIL ADDRESS: STREET 1: 483 WINTHROP ROAD CITY: TEANECK STATE: NJ ZIP: 07666 SC 13D/A 1 sch13d_14781.txt LAVIN HOLDINGS LLC SCHEDULE 13D/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NoFire Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 654865 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) James F. Lavin 483 Winthrop Road Teaneck, NJ 07666 (201) 833-1307 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 13, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ (Page 1 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 2 of 8 PAGES ===================== ================= ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS James F. Lavin - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [_] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 8,354,632 (all shares owned indirectly through a wholly owned limited liability company) ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 8,354,632 (all shares owned indirectly through a wholly owned limited liability company) ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,354,632 (all shares owned indirectly through a wholly owned limited liability company) - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ (Page 2 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 3 of 8 PAGES ===================== ================= ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Lavin Holdings LLC - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [_] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 8,354,632 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 8,354,632 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,354,632 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ================================================================================ (Page 3 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 4 of 8 PAGES ===================== ================= This Amendment No. 1 amends the statement on Schedule 13D filed by the Reporting Persons, to report the acquisition by the Reporting Persons of 839,244 additional shares of Common Stock of the Issuer in a private transaction described herein, and to update certain other information contained in the Schedule 13D. Item 1. Security and Issuer: -------------------- Common Stock, par value $0.01 per share NoFire Technologies, Inc. 21 Industrial Avenue Upper Saddle River, NJ 07458 Item 2. Identity and Background: ------------------------ (a) This statement is filed on behalf of Mr. James F. Lavin and Lavin Holdings, LLC, a New Jersey limited liability company (collectively, the "Reporting Parties"). (b) The address of each of the Reporting Parties is 483 Winthrop Road, Teaneck, NJ 07666. (c) Mr. Lavin is a consultant and an entrepreneur. He is the sole manager and member of Lavin Holdings, LLC, which is the company through which Mr. Lavin performs consulting services and which holds certain of his investments. Mr. Lavin is also the Chief Executive Officer of FireAway LLC, a developer and manufacturer of fire-suppressing aerosol products located at 11503 K-Tel Drive, Minnetonka, MN 55343. (d) The Reporting Parties have not, during the five years prior to the date hereof, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Parties have not been, during the five years prior to the date hereof, parties to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Mr. Lavin is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- On December 13, 2006, Lavin Holdings purchased 839,244 shares of Common Stock of the Issuer for a purchase price of $0.001 per share, or an aggregate purchase price of $839.25, in a private purchase transaction pursuant to a Purchase and Sale Agreement (the "Purchase Agreement") entered into with one seller (the "Private Seller") who had previously purchased these securities from the Issuer in private placement transactions. Lavin Holdings used cash on hand to purchase these securities. (Page 4 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 5 of 8 PAGES ===================== ================= In connection with the Purchase Agreement, the Private Seller assigned to Lavin Holdings all rights of such Seller under a Registration Rights Agreement dated as of June 15, 1998 between the Issuer, the Private Seller and certain others, as amended by an Amendment to Registration Rights Agreement dated as of January 7, 2000 (the "Registration Rights Agreement"). Item 4. Purpose of Transaction: ----------------------- The Reporting Persons have acquired the shares of Common Stock reported in this Schedule 13D to obtain a significant equity position in the Issuer and for investment purposes. Based upon the Reporting Persons' ongoing evaluation of the business and prospects of the Issuer, the Reporting Persons' reserve the right to change their plans and intentions at any time, as they deem appropriate. In particular, the Reporting Persons may decide to sell or seek the sale of all or part of their present or future holdings of Common Stock of the Issuer, or may decide to acquire additional Common Stock, either in private transactions, in the open market, or by any other permissible means. Any such transactions may be effected at any time and from time to time. Except as indicated in this Schedule 13D, the Reporting Parties have no present plans or proposals which relate to or would result in any of the transactions or events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer: ------------------------------------- (a) As of December 13, 2006, Lavin Holdings, LLC (directly) and James F. Lavin (indirectly through Lavin Holdings, LLC), beneficially owned 8,354,632 shares or 22.8% of the Issuer's outstanding Common Stock. (b) Mr. Lavin holds the power to vote or to direct the vote, and to dispose or to direct the disposition of all of the shares reported on this Schedule 13D. (c) On December 13, 2006, Lavin Holdings, LLC purchased an aggregate of 839,244 shares of Common Stock of the Issuer for an aggregate purchase price of $839.25, in a private purchase transaction pursuant to the Purchase Agreement with the Private Seller. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect --------------------------------------------------------------------- to Securities of the Issuer: ---------------------------- In connection with the Purchase Agreement, the Private Seller delivered to Lavin Holdings, LLC an irrevocable proxy to vote all of the shares sold to Lavin Holdings until (Page 5 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 6 of 8 PAGES ===================== ================= the transfer of the shares has been recorded on the books and records of the Issuer and its transfer agent and new certificate(s) representing the shares registered in the name of Lavin Holdings have been delivered to Lavin Holdings. Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit 1. Purchase Agreement dated December 13, 2006 between Lavin Holdings, LLC and the Private Seller. Exhibit 2. Assignment dated December 13, 2006 from the Private Seller to Lavin Holdings, LLC of Registration Rights Agreement with the Issuer. Exhibit 3. Form of Irrevocable Proxy given by the Private Seller to Lavin Holdings, LLC. (Page 6 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 7 of 8 PAGES ===================== ================= SIGNATURES After reasonable inquiry and to the best knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct, and the undersigned each agree that this Schedule 13D is filed on behalf of each of them. Date: December 14, 2006 /s/ James F. Lavin ------------------------------------ James F. Lavin LAVIN HOLDINGS, LLC By: /s/ James F. Lavin ------------------------------------ Name: James F. Lavin Title: Manager (Page 7 of 8 Pages) ===================== ================= CUSIP No. 654865 10 4 13D PAGE 8 of 8 PAGES ===================== ================= EXHIBIT INDEX ------------- Exhibit 1. Purchase Agreement dated December 13, 2006 between Lavin Holdings, LLC and the Private Seller. Exhibit 2. Assignment dated December 13, 2006 from the Private Seller to Lavin Holdings, LLC of Registration Rights Agreement with the Issuer. Exhibit 3. Form of Irrevocable Proxy given by the First Private Seller to Lavin Holdings, LLC. (Page 8 of 8 Pages) EX-99.1 2 exh99-1_14781.txt PURCHASE AND SALE AGREEMENT EXHIBIT 1 --------- PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT, dated as of December 13, 2006 (this "AGREEMENT"), is made between Lavin Holdings, LLC, a New Jersey limited liability company (the "PURCHASER"), and Robert N. Downey, a resident of the State of New York ("SELLER"). RECITALS WHEREAS, Seller currently owns 839,244 shares of common stock, par value $0.20 per share (the "SHARES"), of NoFire Technologies, Inc., a Delaware corporation (the "COMPANY"); and WHEREAS, Seller has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Seller, all of the Shares on the terms and conditions set forth in this Agreement; NOW, THEREFORE, the parties hereto, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, hereby agree as follows: ARTICLE I. PURCHASE AND SALE, CLOSING AND DELIVERY Section 1.01 Sale and Purchase of the Shares. ------------------------------- On the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, assign and deliver to Purchaser without representation, warranty or recourse except as provided in Article II and Section 6.01 of Article VI, and Purchaser hereby agrees to purchase from Seller, at the closing (the "CLOSING"), the Shares at a cash purchase price of $839.25 (the "PURCHASE PRICE"). Section 1.02 Closing. ------- The Closing shall take place at the offices of Purchaser, 483 Winthrop Road, Teaneck, NJ 07666, on the date of this Agreement (the "CLOSING DATE"). Section 1.03 Delivery of the Shares. ---------------------- At the Closing, Seller shall deliver to Purchaser certificates representing the Shares, together with a duly executed stock power that bears a medallion signature guarantee, against receipt by Seller of the Purchase Price in immediately available funds by cash, check or electronic transfer to an account designated by Seller or by such other method as Seller and Purchaser may agree. Seller shall also deliver to Purchaser an irrevocable proxy, in form and substance satisfactory to Purchaser and its counsel, to vote all of the Shares in the absolute discretion of Purchaser until the transfer of the Shares to Purchaser has been recorded on the books and records of the Company and its transfer agent and new certificate(s) representing the Shares registered in the name of Purchaser shall have been delivered to Purchaser. ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLERS Seller hereby represents and warrants to Purchaser as follows: Section 2.01 Title, Etc. ---------- Seller has valid and unencumbered title to the Shares to be sold to Purchaser hereunder, and full right, power and authority to sell, transfer, assign and deliver the Shares to Purchaser hereunder; and upon delivery and payment of the Purchase Price for the Shares as provided herein, Purchaser will acquire valid and unencumbered title thereto. Section 2.02 Authorization. ------------- Seller has full power, right and authority to execute and deliver this Agreement and to consummate all transactions required to be effected by it as contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes a valid and legally binding obligation of Seller enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Neither the execution and delivery of this Agreement nor the consummation and performance of the transactions contemplated hereby will (i) conflict with or violate any agreement to which Seller and the Company are parties or (ii) require the consent, approval or authorization of any governmental entity or other person or entity. The transfer of the Shares by Seller to Purchaser pursuant to this Agreement will not violate the Securities Act of 1933, as amended, or applicable state securities laws. Section 2.03 Brokers and Finders. ------------------- No person or entity acting on behalf or under the authority of Seller is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated by this Agreement. ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents to Seller as follows: Section 3.01 Qualification of Purchaser. -------------------------- Purchaser acknowledges that the Shares were purchased by the Seller in private placement transactions, that they have not been registered under the Securities Act of 1933, as amended, (the "33 Act"), and that their transfer is subject to the legend on the certificates and the provisions of the '33 Act. Purchaser understands that the purchase of the Shares involves substantial risk and hereby represents that its financial condition and investments are such that it -2- is in a financial position to hold the Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, its investment therein. In addition, by virtue of its expertise, the advice available to it and previous investment experience, Purchaser has extensive knowledge and experience in financial and business matters, investments, securities and private placements and the capability to evaluate the merits and risks of the transactions contemplated by this Agreement and is an "accredited investor" as defined in Regulation D of the '33 Act. Section 3.02 Authorization. ------------- Purchaser has full power, right and authority to execute and deliver this Agreement and to consummate all transactions required to be effected by it as contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement by Seller, constitutes a valid and legally binding obligation of Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Section 3.03 Brokers. ------- No person or entity acting on behalf or under the authority of Purchaser is or will be entitled to any broker's, finder's or similar fee or commission in connection with the transactions contemplated by this Agreement. ARTICLE IV. COVENANTS Section 4.01 Efforts. ------- Subject to the terms and conditions hereof, Seller and Purchaser shall use reasonable best efforts to take, or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper and advisable to consummate the transaction contemplated hereby on the terms and subject to the conditions provided hereunder. In case at any time after the Closing any further action is necessary, proper or advisable to carry out the purposes of this Agreement, as soon as reasonably practicable, the parties hereto shall take all such action to effectuate such purposes. Section 4.02 Further Assurances. ------------------ Prior to and after the Closing, each party will cooperate in good faith with each other party and will take all appropriate action and execute any agreement, instrument or other writing of any kind which may be reasonably necessary or advisable to carry out and confirm the transactions contemplated by this Agreement. -3- ARTICLE V. CONDITIONS TO CLOSING Section 5.01 Conditions to Purchaser's Obligations. ------------------------------------- The obligations of Purchaser to effect the transactions contemplated hereby shall be subject to the following conditions, any one or more of which may be waived in writing by Purchaser in whole or in part: (a) The representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date. (b) Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date. (c) Seller shall have assigned to Purchaser all rights of such Seller under that certain Registration Rights Agreement dated as of June 15, 1998 between the Company, Seller and certain others, as amended by an Amendment to Registration Rights Agreement dated as of January 7, 2000. Section 5.02 Conditions to Sellers' Obligations. ---------------------------------- The obligation of Seller to effect the transactions contemplated hereby shall be subject to the following conditions, any one or more of which may be waived in writing by Seller in whole or in part: (a) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date. (b) Purchaser shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date. ARTICLE VI. INDEMNIFICATION AND SURVIVAL Section 6.01 Indemnification by Seller. ------------------------- From and after the Closing Date, Seller shall indemnify, hold harmless and defend Purchaser from and against any losses, claims, damages, liabilities, costs and expenses (any "LOSSES") that Purchaser may incur as a result or arising out of (a) any breach by Seller of any of Seller's representations and warranties contained herein or (b) any defect in Seller's title to the Shares sold by Seller to Purchaser pursuant to this Agreement. -4- Section 6.02 Indemnification by Purchaser. ---------------------------- From and after the Closing Date, Purchaser shall indemnify, hold harmless and defend Seller from and against any Losses Seller may incur arising out of or resulting from (a) any breach by Purchaser of any of its representations and warranties contained herein, or (b) except for any matter for which Seller has agreed to indemnify Purchaser hereunder, the sale, transfer or delivery of the Shares to Purchaser pursuant to this Agreement, including any action taken by Purchaser pursuant to the irrevocable proxy. ARTICLE VII. MISCELLANEOUS Section 7.01 Entire Agreement. ---------------- This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether written or oral, among the parties with respect to the subject matter hereof. Section 7.02 Amendment; Waiver. ----------------- Any provision of this Agreement may be amended or waived only if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties hereto, or in the case of a waiver, by the party or parties against whom such waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 7.03 Counterparts. ------------ This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed an original, and all of which shall together constitute one and the same Agreement. Section 7.04 Headings. -------- The titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement. Section 7.05 Governing Law. ------------- THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Section 7.06 Assignment; Third Party Beneficiaries. ------------------------------------- Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of the parties hereto and the respective successors and permitted assigns of the parties -5- hereto. Neither this Agreement nor the rights and obligations hereunder are assignable by any party hereto (except to a successor-in-interest by operation of law) without the prior written consent of the other parties. Section 7.07 Expenses. -------- Sellers, on the one hand, and Purchaser, on the other hand, shall bear their own expenses in connection with the preparation for and consummation of the transactions contemplated by this Agreement. Section 7.08 Notices. ------- Any written notice herein required to be given shall be deemed to have been duly given as provided below if (a) mailed, certified, or registered mail, first-class postage paid, (b) sent by overnight mail or courier, (c) transmitted via facsimile, telegram or telex or (d) delivered by hand, if to any Seller, to Robert N. Downey, 755 Park Avenue, Apt. 8B, New York, NY 10021, or if to Purchaser, to James F. Lavin, 483 Winthrop Road, Teaneck, NJ 07666, with a copy to Sabino Rodriguez, III, Esq., Day, Berry, & Howard LLP, One Canterbury Green, Stamford, CT 06901. Any notice shall be deemed to have been duly given if personally delivered or sent by the mails or by telegram or telex and will be deemed received, unless earlier received, (a) if sent by certified or registered mail, return receipt requested, three (3) days following the date so mailed, (b) if sent by overnight mail or courier, when actually received, (c) if sent by facsimile, telegram or telex transmission, on the date electronic confirmation is received by the sender and (d) if delivered by hand, on the date of receipt. Section 7.09 Severability. ------------ In case any provision in this Agreement shall be declared or held invalid, illegal or unenforceable, in whole or in part, whether generally or in any particular jurisdiction, such provision shall be deemed amended to the extent, but only to the extent, necessary to cure such invalidity, illegality or unenforceability, and the validity, legality and enforceability of the remaining provisions, both generally and in every other jurisdiction, shall not in any way be affected or impaired thereby. -6- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. LAVIN HOLDINGS, LLC By: /s/ James F. Lavin --------------------------------- Name: James F. Lavin Title: Manager /s/ Robert N. Downey --------------------------------- Robert N. Downey -7- EX-99.2 3 exh99-2_14781.txt ASSIGNMENT DATED DECEMBER 13, 2006 EXHIBIT 2 --------- ASSIGNMENT THIS ASSIGNMENT dated as of December 13, 2006, is executed and delivered by Robert N. Downey, a resident of the State of New York (the "Assignor") in favor of Lavin Holdings, LLC, a New Jersey limited liability company (the "Assignee"). Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns to Assignee all of Assignor's right, title and interest in and to that certain Registration Rights Agreement dated as of June 15, 1998 between NoFire Technologies, Inc., a Delaware corporation ("NoFire"), Assignor and certain others, as amended by an Amendment to Registration Rights Agreement dated as of January 7, 2000. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be duly executed as of the date first above written. ASSIGNEE: LAVIN HOLDINGS, LLC By: /s/ James F. Lavin /s/ Robert N. Downey --------------------------------- --------------------------------- Name: James F. Lavin Robert N. Downey Title: Manager EX-99.3 4 exh99-3_14781.txt FORM OF IRREVOCABLE PROXY EXHIBIT 3 --------- IRREVOCABLE PROXY The undersigned, Robert N. Downey, does hereby constitute and appoint Lavin Holdings, LLC ("Lavin"), and/or any other person designated by it from time to time (collectively: the "Proxy"), as his true and lawful proxy and attorney-in-fact, with full power of substitution, for and in his name, place, and stead, in respect of the 839,244 shares of common stock of NoFire Technologies, Inc. represented by Certificate Nos. NF 0521, NF 0558, NF 0737, NF 0745, NF 0772, NF 0805, NF 0814, NF 0826, NF 0848 and NF 0999 (the "Shares"), granting the Proxy complete and unlimited discretionary authority to act on the undersigned's behalf, and appoint the Proxy as his agent, with respect to the Shares, including without limitation for voting the Shares, executing any consents of shareholders in lieu of a meeting, and calling meetings of shareholders, with all the powers the undersigned would possess if personally present and so acting, hereby revoking all previous proxies. The proxy granted hereby: (i) is made and executed in furtherance of and as a condition to a Purchase and Sale Agreement dated as of December __, 2006 between the undersigned, Lavin and certain others pursuant to which Lavin has purchased the Shares from the undersigned; (ii) is a special proxy and power of attorney coupled with an interest and is irrevocable; (iii) shall survive the bankruptcy, death, adjudication of incompetence or insanity or dissolution of the undersigned. This proxy is intended to be effective until, and shall terminate at such time as, the transfer of the Shares by the undersigned to Lavin has been recorded on the books and records of the Company and its transfer agent and new certificate(s) representing the Shares registered in the name of Lavin shall have been delivered to Lavin. Dated: December 13, 2006 /s/ Robert N. Downey ----------------------------------- Robert N. Downey -----END PRIVACY-ENHANCED MESSAGE-----