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 Fernando
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, Fernando Praca shall remain as
part of a Management Group consisting
of Fernando 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. Fernando Praca shall continue as
a member of the Management Group of
EXTREMA, subject to and in
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accordance with terms and conditions of a
separate Employment Agreement, to be
executed simultaneously herewith.
As current Managing Member of EXTREMA, Fernando 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 Fernando 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,
Fernando 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 Fernando 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,
Fernando 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.
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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 Maria Eugenia 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 Fernando
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 Fernando Praca's interest in
Purchaser. Seller further represents and
warrants that he is familiar with the
signature of Maria Eugenia Praca, and that
the signature represented to be that
of Maria Eugenia Praca on the document
referenced and attached hereto as Exhibit
2 to this Agreement, is the signature of
Maria Eugenia Praca, the (former)
spouse of Fernando 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 Fernando
Praca to issue, sell or transfer any member
interests or other securities of
EXTREMA.
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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
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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
