EXHIBIT 2.8
AGREEMENT FOR PURCHASE OF LLC MEMBERSHIP INTERESTS
This AGREEMENT (also referred to as the Agreement) is entered into as
of the 17th day of August, 2004, by and between Genesis Technology Group, Inc.
(also referred to as Purchaser or GENESIS), a Florida corporation, and ▇▇▇▇▇▇▇▇
Praca, individually (also referred to as Seller), and EXTREMA, LLC, a Florida
Limited Liability Company (also referred to as Issuer.)
WHEREAS, Seller is the sole owner of all membership interests in
EXTREMA, LLC, a Florida Limited Liability Company; and
WHEREAS, Seller desires to sell, and Purchaser desires to purchase the
equivalent of sixty percent (60%) of all authorized membership interests in
EXTREMA;
NOW, THEREFORE, in consideration of a price for the membership
interests set forth herein, paid in hand, and other good and valuable
consideration, including the promises and mutual covenants contained herein, the
sufficiency of which is hereby acknowledged by both parties, IT IS AGREED AS
FOLLOWS:
1. Transfer of Interest. Seller hereby agrees to transfer to Purchaser,
and Purchaser hereby agrees to accept from Seller, all of Seller's right, title,
and interest, equivalent to sixty percent (60%) of all membership interests in
the limited liability company EXTREMA, LLC, effective as of the date of this
Agreement.
2. Purchase Price. As consideration for said transfer of membership
interests representing sixty percent (60%) of all interests in the Florida
limited liability company designated EXTREMA, Purchaser agrees to pay US$169,500
in cash, or, at the option of Purchaser, US$63,500 in cash and giving an
assignment of an existing cash receivable obligation in the amount of
US$106,000, which, is being held in favor of EXTREMA in Brazil. Additionally,
Purchaser shall issue to EXTREMA. restricted shares of Purchaser common stock in
the equivalent amount of US$169,500, based upon valuation of the average closing
price of 20 trading days prior to the closing.
3. Managing Member / Executive Employment. Notwithstanding the effect
of the transfer to Purchaser of sixty percent (60%) of the membership interests
in EXTREMA, ▇▇▇▇▇▇▇▇ Praca shall remain as part of a Management Group consisting
of ▇▇▇▇▇▇▇▇ Praca and a person to be designated as Controller by Purchaser. The
Controller to be designated by Purchaser shall represent the proportionate share
of membership interests of Purchaser for purposes of financial management of
EXTREMA, in accordance with Florida Statutes, Section 608.422(2)(b). The
Controller shall be compensated by Purchaser as its full-time employee, The
Seller, Purchaser and Issuer agree to effect such amendments to the Articles of
Organization EXTREMA, as amended until now, as may be necessary to authorize the
constitution of the Management Group as set forth herein, to provide for
management decisions by the Managers of the Management Group in accordance with
proportional ownership of membership interests in EXTREMA, and in general as may
be necessary to give effect to this agreement. ▇▇▇▇▇▇▇▇ Praca shall continue as
a member of the Management Group of EXTREMA, subject to and in
1
accordance with terms and conditions of a separate Employment Agreement, to be
executed simultaneously herewith.
As current Managing Member of EXTREMA, ▇▇▇▇▇▇▇▇ Praca expressly agrees
with Purchaser that EXTREMA shall hereafter maintain a single business bank
account, to be established at local branch of Citibank. Subject to said bank's
operations, the business bank account of EXTREMA shall require a single
signature for any individual check in the amount of $5,000.00 or less. For
amounts in excess of $5,000.00, the signatures of both ▇▇▇▇▇▇▇▇ Praca and a
person designated by Purchaser shall be required. Upon the closing of this
agreement, the Management Group shall cause EXTREMA to close all existing U.S.
bank accounts, except for the Citibank account designated herein. The Seller and
Purchaser agree to effect such amendments to the Articles of Organization, as
amended until now, and to amend or constitute an operating agreement as may be
necessary to authorize the limitations of authority contained herein.
4. Covenant of Transferors. The Seller hereby expressly covenants with
and warrants to Purchaser that Seller is the owner of the membership interests
in EXTREMA and that Seller has not encumbered or assigned either the membership
interests or shares in the referenced entities, and that Seller has all power
and authority to enter into this Agreement.
4.1 Conduct of Business. From the date hereof through the Closing Date,
▇▇▇▇▇▇▇▇ Praca and EXTREMA shall conduct its business in the ordinary course.
4.2 Preservation of Business. From the date hereof through the Closing
Date, the ▇▇▇▇▇▇▇▇ Praca and EXTREMA shall use its best efforts to preserve its
business organization intact, keep available the services of its present
employees, consultants and agents, maintain its present suppliers and customers
and preserve its goodwill.
4.3 Litigation. EXTREMA shall promptly notify Purchaser of any
lawsuits, claims, proceedings or investigations which after the date hereof are
threatened or commenced against the Company or against any officer, director,
employee, consultant, agent, shareholder or other representative with respect to
the affairs of EXTREMA.
4.4 Continued Effectiveness of Representations and Warrants. From the
date hereof through the Closing Date, ▇▇▇▇▇▇▇▇ Praca and EXTREMA shall conduct
its business in such a manner so that the representations and warrants contained
in Section 5 shall continue to be true and correct on and as of the Closing Date
and as if made on and as of the Closing Date, and shall:
(i) promptly give notice to Purchaser of any event, condition or circumstance
occurring from the date hereof through the Closing Date which would render any
of the representations or warrants materially untrue, incomplete, insufficient
or constitute a violation or breach of this Agreement; and
(ii) supplement the information contained herein in order that the information
contained herein is kept current, complete and accurate in all material
respects.
2
4.5 Seller hereby acknowledges or otherwise waives notice of the intent
to admit a new members, expressly consents to and ratifies acceptance of
Purchaser to become a new member of EXTREMA as a new member, the transfer of
membership interests in EXTREMA and to the participation by Purchaser in the
management of the business and affairs of EXTREMA (in accordance with Florida
Statutes, Section 608.422) and for Purchaser to become a member of EXTREMA.
Seller further agrees expressly and acknowledges that the purchase price of the
shares shall be the equivalent of a deposit by Purchaser as a new member of the
percentage of paid in capital corresponding to such new member, as set forth in
the Article VIII of the Articles of Organization of' EXTREMA. Seller and Issuer
hereby waive the escrow requirements of Article VIII of the Articles of
Organization of EXTREMA subject to remittance of the purchase price to Seller.
5. Seller's and Issuer's Representations and Warranties. EXTREMA and
Seller represent and warrant to Purchaser as follows:
5.1 Seller has no claims against EXTREMA. and is not owed any money,
dividends, interest, loans, compensation or other amounts by EXTREMA. Seller
does not hold any promissory note or other evidence of an obligation owed by
EXTREMA. Issuer agrees to require, and Seller agrees to provide any and all
assurances and guaranties that endorsements and instructions with respect to the
transfer of the membership interests in EXTREMA are effective, in accordance
with Florida Statutes, Section 678.4021.
5.2 Seller further represents and warrants that ▇▇▇▇▇ ▇▇▇▇▇▇▇ Praca has
no claim, legal or equitable, in any portion of membership interests, or
otherwise as creditor, of EXTREMA, or of the interest to be acquired by ▇▇▇▇▇▇▇▇
Praca in Purchaser, or the interest to be acquired by Purchaser in EXTREMA,
particularly in connection with the action pending before the Circuit Court of
the Eleventh Judicial Circuit in and for Miami-Dade County, Styled under name
Praca y. Praca, under Case No. 2004-5320-FC-04. Seller agrees and understands
that this agreement is conditioned upon unimpeded ownership by Purchaser of its
interest in EXTREMA, and unimpeded ownership of ▇▇▇▇▇▇▇▇ Praca's interest in
Purchaser. Seller further represents and warrants that he is familiar with the
signature of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Praca, and that the signature represented to be that
of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Praca on the document referenced and attached hereto as Exhibit
2 to this Agreement, is the signature of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Praca, the (former)
spouse of ▇▇▇▇▇▇▇▇ Praca.
5.3 Organization and Good Standing Ownership of Member Interests.
EXTREMA is a Limited. Liability Company duly organized, validly existing and in
good standing under the laws of Florida, and is entitled to own or lease its
properties and to carry on its business as and in the places where such
properties are now owned, leased or operated and such business is now conducted.
EXTREMA is duly licensed or qualified and in good standing as a foreign or
domestic entity where the character of the properties owned by it or the nature
of the business transacted by it make such licenses or qualifications necessary.
EXTREMA has no subsidiaries. There are no outstanding subscriptions, rights,
options, warrants or other agreements obligating either EXTREMA or ▇▇▇▇▇▇▇▇
Praca to issue, sell or transfer any member interests or other securities of
EXTREMA.
3
5.4 Ownership of Capital Interests. The Seller is the beneficial owner
of record and beneficially of all of the membership interests representing the
capital of EXTREMA, all of which member interests are free and clear of all
rights, claims, liens and encumbrances, and have not been sold, pledged,
assigned or otherwise transferred except pursuant to this Agreement.
5.5 Financial Statements, Books and Records, There has been previously
delivered to Purchaser the un-audited income statement and balance sheet of
EXTREMA as of December 31, 2002 and December 31, 2003 (the "Balance Sheet"). The
Balance Sheet is true and accurate and fairly represents the financial position
of EXTREMA as at such date, and has been prepared in accordance with generally
accepted accounting principles consistently applied.
5.6 No Material Adverse Changes. Since the date of the Balance Sheet
there has not been:
(i) any material adverse change in the assets, operations, condition (financial
or otherwise) or prospective business of EXTREMA;
(ii) any damage, destruction or loss materially affecting the assets,
prospective business, operations or condition (financial or otherwise) of
EXTREMA, whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any dividend or distribution
with respect to any redemption or repurchase of EXTREMA's member interests
representing capital;
(iv) any sale of an asset (other than in the ordinary course of business) or any
mortgage or pledge by EXTREMA of any properties or assets; or
(v) adoption of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.
5.7 Taxes. EXTREMA has prepared and filed all appropriate tax returns
for all periods prior to and through the date hereof for which any such returns
have been required to be filed by it and has paid all taxes shown to be due by
said returns or on any assessments received by it or has made adequate provision
for the payment thereof.
5.8 Compliance with Laws. EXTREMA has complied with all federal, state,
county and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely affect the business of EXTREMA.
5.9 No Breach. The Seller represents that execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not:
(i) violate any provision of the Articles of Organization or any and all
Operating Agreements of EXTREMA, as amended;
(ii) violate, conflict with or result in the breach of any of the terms of,
result in a material modification of, otherwise give any other contracting party
the right to terminate, or constitute (or with notice or lapse of time or both
constitute) a default under, any contract or other
4
agreement to which EXTREMA is a party or by or to which it or any of its assets
or properties may be bound or subject;
(iii) violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or binding upon, EXTREMA,
or upon the properties or business of EXTREMA; or
(iv) violate any statute, law or regulation of any jurisdiction applicable to
the transactions contemplated herein which could have a materially adverse
effect on the business or operations of EXTREMA.
5.10 Actions and Proceedings. There is no outstanding order, judgment,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving EXTREMA.
5.11 Brokers or Finders. No broker's or finder's fee will, be payable
by EXTREMA in connection with the transactions contemplated by this Agreement
nor will any such fee be incurred as a result of any actions by EXTREMA.
5.12 Real Estate, EXTREMA neither owns real property nor is a party to
any leasehold agreement. If party to a leasehold agreement, this Agreement and
the consummation of the transactions contemplated hereunder will not violate,
conflict with or result in the breach of any of the terms of, result in a
material modification of, otherwise give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time or both constitute)
a default under, the leasehold agreement to which EXTREMA is a party or by or to
which it or any of its assets or properties may be bound or subject.
5.13 Tangible Assets. EXTREMA has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures, vehicles,
structures, owned or leased by EXTREMA, any related capitalized items or other
tangible property material to the business of EXTREMA (the "Tangible Assets").
EXTREMA holds all rights, title and interest in all the Tangible Assets owned by
it on the Balance Sheet or acquired by it after the date of the Balance Sheet,
free and clear of all liens, pledges, mortgages, security interests, conditional
sales contracts or any other encumbrances. All of the Tangible Assets are in
good operating condition and repair taking into account the age of the tangible
assets and subject to fair wear and tear, and are usable in the ordinary course
of business of EXTREMA and conform to all applicable laws, ordinances and
governmental orders, rules and regulations relating to their construction and
operation.
5.14 Liabilities. EXTREMA does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or un-liquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, EXTREMA will not have any Liabilities,
other than Liabilities fully and adequately reflected on the Balance Sheet,
except for Liabilities incurred in the ordinary course of business.
5
5.15 Operations of EXTREMA. From the date of the Balance Sheet on
December 31, 2002 and through the Closing Date on August 12, 2004 hereof EXTREMA
has not and will not have:
(i) incurred any indebtedness for borrowed money, except as otherwise agreed
between or among the parties hereto;
(ii) declared or paid any dividend or declared or made any distribution of any
kind to any Seller, or made any direct or indirect redemption, retirement,
purchase or other acquisition of any member interests in its capital stock;
(iii) made any loan or advance to any Seller, officer, director, employee,
consultant, agent or other representative or made any other loan or advance
otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or assumed any
indebtedness or liability (whether or not currently due and payable);
(v) disposed of any assets of EXTREMA except in the ordinary course of business;
or
(vi) materially increased the annual rate of compensation of any executive
employee of EXTREMA;
(vii) increased, terminated, amended or otherwise modified any plan for the
benefit of employees of EXTREMA;
(viii) issued any equity securities or rights to acquire such equity securities;
or
(ix) except in the ordinary course of business, entered into or modified any
contract, agreement or transaction.
5.16 Capitalization. EXTREMA has been formed with $ [unstated capital].
Neither EXTREMA nor the Seller has granted, issued or agreed to grant, issue or
make available any warrants, options, subscription rights or any other
commitments of any character relating to the issued or un-issued member
interests of capital stock of EXTREMA except the Transfer pursuant to this
Agreement.
5.17 Full Disclosure. No representation or warranty by EXTREMA or the
Seller in this Agreement or in any document or schedule to be delivered by them
pursuant hereto, and no written statement, certificate or instrument furnished
or to be furnished to Purchaser pursuant hereto or in connection with the
negotiation, execution or performance of this Agreement, contains or will,
contain any untrue statement of a material fact or omits or will omit to state
any fact necessary to make any statement herein or therein not materially
misleading or necessary to a complete and correct presentation of all material
aspects of the businesses of EXTREMA.
5.18 Representations and Warrants on Closing Date. The representations
and warrants contained in this Section 5 shall be true and complete on the
Closing Date on August 12, 2004 with the same force and effect as though such
representations and warrants had been made on and as of the Closing Date.
6
6. MUTUAL COVENANTS
6.1 Corporate Examinations and Investigations. Prior to the Closing
Date, the parties acknowledge that they have been entitled, through their
employees and representatives, to make such investigation of the assets,
properties, business and operations, books, records and financial condition of
the other as they each may reasonably require. No investigation by a party
hereto shall, however, diminish or waive in any way any of the representations,
covenants or agreements of the other party under this Agreement.
6.2 Expenses. Each party hereto agrees to pay its own costs and
expenses incurred in negotiating this Agreement and consummating the
transactions described herein.
6.3 Further Assurances. The parties shall execute such documents and
other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby. Each such party shall use its best efforts to fulfill or obtain the
fulfillment of the conditions to the Closing on August 19, 2004, including,
without limitation, the execution and delivery of any documents or other papers,
the execution and delivery of which are necessary or appropriate to the Closing.
6.4 Confidentiality. In the event the transactions contemplated by this
Agreement are not consummated, each of the parties hereto agree to keep
confidential any information disclosed to each other in connection therewith for
a period of one (1) year from the date hereof; provided, however, such
obligation shall not apply to information which:
(i) at the time of disclosure was public knowledge;
(ii) after the time of disclosure becomes public knowledge (except due to the
action of the receiving party);
(iii) the receiving party had within its possession at the time of disclosure.
(iv) the disclosure of which is required by law, the SEC or other competent
authority;
(v) which at the time of disclosure by one party written consents have been
obtained from the other parties.
7. Conditions Precedent to the Obligation of Purchaser to Close. The
obligation of Purchaser to enter into and complete the Agreement is subject, at
the option of Purchaser, to the fulfillment on or prior to the Closing Date of
the following conditions, any one or more of which may be waived by Purchaser in
writing,
7.1 Representations and Covenants. The representations and warrants of
EXTREMA and ▇▇▇▇▇▇▇▇ Praca contained in this Agreement shall be true in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date. EXTREMA and ▇▇▇▇▇▇▇▇ Praca shall
have performed and complied in all material respects with all covenants and
agreements required by this Agreement to be performed or complied with by
EXTREMA and ▇▇▇▇▇▇▇▇ Praca on or prior to the Closing Date. EXTREMA and ▇▇▇▇▇▇▇▇
Praca shall have delivered to Purchaser, if requested, a certificate, dated the
Closing Date, to the foregoing effect.
7
7.2 Governmental Permits and Approvals; Corporate Resolutions. Any and
all permits and approvals from any governmental or regulatory body required for
the lawful consummation of the Closing shall have been obtained. The Management
Group of EXTREMA shall have approved the transactions contemplated by this
Agreement and EXTREMA shall have delivered to Purchaser, if requested by
Purchaser, resolutions by its Management Group, authorizing the transactions
contemplated by this Agreement.
7.3 Satisfactory Business Review. Purchaser shall have satisfied
itself, after Purchaser and its representatives have completed the review of the
business of EXTREMA contemplated by this Agreement, that none of the information
revealed thereby or in the Balance Sheet has resulted in, or in the reasonable
opinion of Purchaser may result in, a material adverse change in the assets,
properties, business, operations or condition (financial or otherwise) of
EXTREMA.
7.4 Certificate of Good Standing. Purchaser shall receive a certificate
of good standing dated 10 business days after the Closing Date to the effect
that EXTREMA is in good standing under the laws of its jurisdictions of
organization.
7.5 Membership Certificates. At the Closing. ▇▇▇▇▇▇▇▇ Praca will
deliver the membership certificates representing the EXTREMA member interests
contemplated by this Agreement, duly endorsed (or with executed transfer powers)
so as to make Purchaser the 60% owner thereof within 10 business days.
7.6 Other Documents. EXTREMA and ▇▇▇▇▇▇▇▇ Praca shall deliver to
Purchaser any and all documents satisfying, in Purchaser's sole judgment, the
"Required Disclosure" under SEC regulations requiring same for filing a Current
Report on Form 8-K., a Form S-8 for registration of shares, or in a registration
statement filed on Form 10(SB), with respect to this "Covered Transaction"
following the consummation hereof. Seller understands and agrees that the
information comprising the "Required Disclosure" includes information about
EXTREMA, as the "operating company," equivalent to the information that would be
required under a Securities and Exchange Act registration statement, including
audited financial statements for one or more tax years. Further, EXTREMA and
▇▇▇▇▇▇▇▇ Praca shall have delivered such other documents, instruments and
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement or which may be reasonably requested in furtherance of the
provisions of this Agreement.
8. Escrow Closing.
8.1 The Seller and Purchaser agree that this transaction shall be
closed, if at all, in escrow pending resolution of the final judgment of divorce
of ▇▇▇▇▇▇▇▇ Praca, along with a declaration from ▇▇▇▇▇ ▇▇▇▇▇▇▇ Praca by which
she disavows any claim, legal or equitable to any interest in EXTREMA or any
shares of Purchaser, including after the consummation of this sale transaction.
8.2 The Closing shall take place, if at all, not later than August 12,
2004. At the Closing, the parties shall provide each other with such documents
as may be necessary or appropriate in order to consummate the transactions
contemplated hereby including evidence of due authorization of the Agreement and
the transactions contemplated hereby.
8
8.3 During the escrow period, Purchaser agrees to lend the sum of
$50,000.00 to EXTREMA, represented by a promissory note in that amount to be
guaranteed by ▇▇▇▇▇▇▇▇ Praca personally and collateralized by ▇▇▇▇▇▇▇▇ Praca's
remaining forty percent (40%) member interest in EXTREMA, at the rate of six
percent (6%) per annum for a period of six (6) months from the closing date and
the beginning of the escrow period. The loan amount of $50,000.00 shall be
expended only by EXTREMA solely for business expenses of EXTREMA, and Purchaser
and Seller agree that any expenditure of the proceeds of the loan shall be made
only with prior approval of Purchaser, through one or more persons designated
from time to time by Purchaser with authority to give such prior approval.
▇▇▇▇▇▇▇▇ Praca, as Seller, agrees to execute any and all instruments, documents
or papers necessary or useful to give effect to this agreement including any and
all loan documents reasonably required by Purchaser, including without
limitation, a separate Guaranty instrument, a promissory note on behalf of
EXTREMA, and documents for collateralization of the Seller's remaining member
interest in EXTREMA as additional security for the loan.
9. Survival of Representations and Warranties of EXTREMA and ▇▇▇▇▇▇▇▇
Praca.
9.1 Notwithstanding any right of Purchaser fully to investigate the
affairs of the Company, Purchaser has the right to rely fully upon the
representations, warrants, covenants and agreements of EXTREMA and ▇▇▇▇▇▇▇▇
Praca contained in this Agreement or in any document delivered to Purchaser by
EXTREMA or ▇▇▇▇▇▇▇▇ Praca or any of their representatives in connection with the
transactions contemplated by this Agreement. All such representations, warrants,
covenants and agreements shall survive the execution and delivery hereof and the
Closing Date hereunder for twelve (12) months following the Closing.
10. Indemnification.
10.1 Obligation of EXTREMA and ▇▇▇▇▇▇▇▇ Praca to Indemnify. Subject to
the limitations on the survival of representations and warrants contained in
Section 8, EXTREMA and ▇▇▇▇▇▇▇▇ Praca agree to indemnify, defend and hold
harmless Purchaser from and against any Loss, based upon, arising out of or
otherwise due to any inaccuracy in or any breach of any representation,
warranty, covenant or agreement made by any of them and contained in this
Agreement or in any document or other writing delivered pursuant to this
Agreement.
11. Benefit. The Agreement shall be binding upon and shall inure to the
benefit of the respective heirs, assigns, successors and Iegal representatives
of the parties hereto.
12. Fees and Expenses. Each party hereto shall pay all of its own fees
and expenses incurred with respect to this Agreement.
13. Miscellaneous Provisions.
13.1 Waivers. The waiver of a breach of this Agreement or the failure
of any party hereto to exercise any right under this Agreement shall in no event
constitute waiver as to any future or subsequent breach, whether similar or
dissimilar in nature or as to the exercise of any further right under this
Agreement.
9
13.2 Amendment. This Agreement may be amended or modified only by an
instrument of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
13.3 Assignment. This Agreement is not assignable except by operation
of law.
13.4 Notices. Unless and until otherwise specified in writing, the
mailing addresses of the parties to this Agreement shall be as follows:
EXTREMA:
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
▇▇▇▇▇▇▇▇ PRACA:
▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
GENESIS TECHNOLOGY GROUP, INC.:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Boca Raton, Florida 33431, United States of America.
Any notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address that shall have been furnished in
writing to the addressor.
14. Choice of Law: Choice of Forum. This agreement shall be governed by
Florida law, excluding its conflict of laws rules, and the sole and exclusive
forum for any dispute arising from or in connection with this agreement shall be
only a court of competent jurisdiction sitting in Palm Beach County, Florida, in
the United States of America,
15. Publicity. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued by any party
hereto at any time from the signing hereof without advance approval in writing
of the form and substance of such release or announcement by the other parties
hereto except as required to maintain compliance with the Purchaser reporting
obligations under the Securities Exchange Act of 1934.
16. Entire Agreement. This Agreement and any collateral agreements
executed in connection with. the consummation of the transactions contemplated
herein contain the entire agreement among the parties with respect to the
purchase and transfer of the EXTREMA. membership interests and the Purchaser
shares and related transactions, and supersede all prior agreement, written or
oral, with respect thereto.
17. Paragraph headings, Paragraph headings are for convenience only and
are not intended to expand or restrict the scope or substance of the provisions
of this agreement.
10
18. Severability. The invalidity or unenforceability of any term,
phrase, clause, paragraph restriction, covenant, agreement or other provision of
this Agreement shall in no way affect the validity and enforcement of any other
provision or any part thereof.
19. Counterparts/Duplicate Originals. Seller and Purchase hereby agree
that two or more duplicate originals of this Share Transfer Agreement may be
signed by the parties hereto each of which shall be an original, but all of
which together shall constitute one and the same instrument.
Purchaser:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
GENESIS TECHNOLOGY GROUP, INC.
By ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO
Seller:
/s/ ▇▇▇▇▇▇▇▇ Praca
------------------
▇▇▇▇▇▇▇▇ Praca
Issuer:
EXTREMA, LLC
/s/ ▇▇▇▇▇▇▇▇ Praca
------------------
By: ▇▇▇▇▇▇▇▇ Praca
Managing Member
11
TRANSFER POWER
FOR VALUE RECEIVED, ▇▇▇▇▇▇▇▇ PRACA (my social security/taxpayer
identification no. is: *** ** ****) hereby sells, assigns and transfers unto
GENESIS TECHNOLOGY GROUP, INC. (Federal employer identification no. is:
▇▇▇▇▇▇▇▇▇, membership interest in EXTREMA, LLC., a Florida Limited Liability
Company, owned by me or standing in my name on the books of said Limited
Liability Company, whether or not represented by one or more Certificate(s), and
do hereby irrevocably constitute and appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as attorney to
issue, re-issue or otherwise to transfer said membership interests on the books
of the Limited Liability Company with full power of substitution in the
premises.
Dated: 8/12, 2004.
/s/ ▇▇▇▇▇▇▇▇ Praca
------------------
▇▇▇▇▇▇▇▇ Praca
Member and Managing Member
EXTREMA, LLC
12