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SHARE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT

LLC Membership Agreement

SHARE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT | Document Parties: PLASTICON INTERNATIONAL, INC | SEMCO DISTRIBUTION, INC | ULTIMATE SURFACE LLC You are currently viewing:
This LLC Membership Agreement involves

PLASTICON INTERNATIONAL, INC | SEMCO DISTRIBUTION, INC | ULTIMATE SURFACE LLC

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Title: SHARE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Wyoming     Date: 11/1/2006

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SHARE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT

 

THIS SHARE AND MEMBER SHIP INTEREST PURCHASE AGREEMENT (the "Agreement") is entered into and effective as of December 31, 2005, by and between PLASTICON INTERNATIONAL, INC., a Wyoming corporation presently trading on the Electronic Pink Sheets (“ PLNI ”) and SEMCO DISTRIBUTION, INC., a Nevada corporation (“ SDI ”) and ULTIMATE SURFACE LLC, a Nevada Limited Liability Company (the “ USL ”) and SAMUEL SEM and YAMINE SEM (collectively “ SEM ”).

 

 

1. RECITALS

 

This Agreement is entered into with reference to and in contemplation of the following facts, circumstances and representations:

 

 

1.

YAMINE SEM is the owner of 100,000 shares of the common stock of SDI which represent all of the issued and outstanding shares of SDI (the " SDI Shares").

 

 

2.

SEM is the owner of all of the membership interests

of USL (collectively the “ USL interests”).

 

 

3.

The SDI Shares and the USL Interests are collectively

referred to herein as the “ SEMCO Shares.”

 

 

4.

YAMINE SEM and SAMUEL YEM are also collectively

referred to herein as the “ SEMCO Owners” or the “ SEMCO

Principals.”

 

 

5.

SDI and USL are also collectively referred to herein as

SEMCO .”

 

 

6.

PLNI desires to purchase both the SDI Shares and

the USL Interests in accordance with the terms and

conditions of this Agreement.

 

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2. TERMS AND CONDITIONS OF PURCHASE

 

2.1     Purchase Price for SDI Shares and USL Interests : The purchase price for the acquisition of the SEMCO Shares will be the total sum of $2,750,000 (the “Purchase Price”) which will be payable as follows:

 

 

1.

The refundable cash sum of $100,000 (the “Initial

 

 

Payment “) receipt of which is hereby acknowledged.

 

 

2.

The cash sum of $550,000 (the “Final Cash Payment”)

 

 

payable upon the close of escrow for the transaction

 

 

(the “Escrow”).

 

 

3.

PLNI shares of restricted common stock with a valuation

of $100,000 (the “Share Payment”) payable upon the close

of Escrow.

 

 

4.

Additional cash performance payments as set forth

 

 

below in Paragraph 2.2 (the “Performance Payment”).

 

 

5.

In addition to the Purchase Price, the SEMCO Principals

 

 

and their heirs shall be paid a royalty payment as described

 

 

below in Paragraph 2.3 below (the “Royalty Payment”).

 

 

6.

The parties hereto further acknowledge that PLNI has

 

 

made a loan to SDI and USL in the amount of $30,000

 

 

which is payable to PLNI and is not part of the Purchase

 

 

Price (the “ PLNI Loan”).

 

2.2.                Performance Payment : In addition to the Initial and Final Cash Payments, the SEMCO owners shall be paid a Performance Payment of a maximum of $2,000,000 which will be payable by a fifty percent (50%) share of the net profits before tax for a period of four (4) years after the close of Escrow. The determination of the “net profits” shall be pursuant to an agreed upon formula prior to the close of Escrow.

 

2.3.                Royalty Payment : A Royalty Payment of four percent (4%) of the “net profits” resulting from the present proprietary technology only and specifically excluding any new or resulting technology developed by PLNI or established by PLNI will be paid to the SEMCO Owners or such parties as designated by them and/or their heirs for a period of twenty (20) years. This

 

2

 

 


Royalty Payment will be payable only after the payment of the $2,000,000 Performance Payment described in Paragraph 3 above.

2.4.           Salary/Compensation for the SEMCO Principals : The below named SEMCO Principals will be granted employment agreements which will include the normal and customary employee benefits:

 

 

Annual

 

 

Name

Compensation

Term

 

 

1.

Samuel Sem

$150,000 and a $350

Five (5) years

 

 

monthly car allowance

 

 

2.

Yamine Sem

$ 60,000

One (1) year

 

2.5      Allocation of Purchase Price : The Purchase Price for the SDI Shares and the USL Interests shall be allocated as follows:

 

 

1.

SDI Shares:

$____________

 

 

2.

USL Interests:

$____________

 

 

3. REPRESENTATIONS AND WARRANTIES OF PLNI

 

PLNI represents and warrants to the SDI , USL and the SEMCO Owners as follows:

 

3.1 Organization : PLNI is a corporation duly incorporated and validly existing under the laws of the State of Wyoming and is in good standing with respect to all of its regulatory filings.

 

3.2    Books and Records : All material transactions of PLNI have been promptly and properly recorded or filed in or with its books and records and the Minute Book of PLNI contains records of all meetings and proceedings of the shareholders and directors thereof.

 

3.3    Legal Compliance : To the best of its knowledge, PLNI is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which PLNI is subject or which apply to it or any of its assets.

 

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3.4    Tax Returns : All tax returns and reports of PLNI required by law to be filed prior to the date hereof have been filed and have been certified by its auditor as being substantially and materially true, complete and correct and all taxes and governmental charges have been paid.

 

3.5    Adverse Financial Events : To its best knowledge PLNI has not experienced nor is it aware of any occurrence or event which has had or might reasonably be expected to have a material adverse effect on its financial condition.

 

3.6    Disputes, Claims and Investigations : To its best knowledge there are no disputes, claims, actions, suits, judgments, investigations or proceedings outstanding or pending or to the knowledge of PLNI threatened against or affecting PLNI at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency.

 

3.7 No Conflicts or Agreement Violations : The execution, delivery and performance of this Agreement and all documents referenced herein to be executed, delivered and performed by PLNI will not conflict with or be in violation of the articles or by-laws of PLNI or of any agreement to which PLNI is a party and will not give any person or company a right to terminate or cancel any agreement or right enjoyed by PLNI and will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the assets of PLNI .

 

 

3.8

Corporate Authority : The officers or representatives of PLNI executing

this Agreement and all documents referenced herein to be executed by PLNI represent that they have been authorized to execute, deliver and perform this Agreement and all such documents to be executed, delivered and performed by PLNI and to carry out all the transactions contemplated thereunder, pursuant to a resolution of the Board of Directors of PLNI .

 

In the event SDI , USL, and/or the SEMCO Owners has any claim, damages or liabilities suffered or incurred by them or asserted by a third party arising from a breach of any of the representations and warranties set forth in

 

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this Paragraph 3, SDI , USL, and/or the SEMCO Owners shall give PLNI on or before June 30, 2006, written notice of any such claim, damages and/or liabilities together with a copy of any and all information available regarding any such claim, damages and/or

 

liabilities. If such notice is not received by PLNI on or before June 30, 2006, any and all such claims, damages and liabilities shall be forever released and waived by PLNI . Time is of the utmost essence and shall be strictly construed.

 

4. REPRESENTATIONS OF THE SDI, USL and the SEMCO OWNERS

 

SDI , USL, and/or the SEMCO Owners collectively and individually hereby represent and warrant to PLNI as follows:

 

4.1    SDI Share Ownership : That the YAMINE SEM is the owner, beneficially and of record, of the SDI Shares and said shares are free and clear of all liens, encumbrances, claims, charges and restrictions except for those disclosed in writing by SDI to PLNI prior to the execution of this Agreement or as reflected in the financial Statements furnished by SDI to PLNI as provided herein.

 

4.2    USL Interests Ownership : That SEM is the owner, beneficially and of record, of the USL Interests and said USL Interests are free and clear of all liens, encumbrances, claims, charges and restrictions except for those disclosed in writing by SEM to PLNI prior to the execution of this Agreement and/or as reflected in the financial Statements furnished by USL to PLNI as provided herein.

 

 

4.3

Transferability of SDI Shares : That YAMINE SEM has full power to

transfer the SDI Shares to PLNI without obtaining the consent or approval of any other person or governmental authority.

 

4.4    Validly Issued and Authorized Shares : That the SDI Shares are validly authorized and issued, fully paid, and non-assessable, and the SDI Shares have been so issued in full compliance with all securities laws of the State of Nevada.

 

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4.5    SDI Organization : SDI is a corporation duly incorporated and validly existing under the laws of the State of Nevada and is in good standing with respect to all of its regulatory filings.

 

 

4.6    Capitalization : The authorized capital of SDI consists of 100,000 common shares with a par value of $.10 and of which 100,000 common shares are issued and outstanding as fully paid and non-assessable shares.

 

4.7    Financial Statements : SDI will have furnished to PLNI prior to the close of Escrow, audited financial statements for the period ending December 31, 2004 and unaudited financial statements for the period ending September 30, 2005. At the Closing the financial affairs of SDI will be materially and substantially the same as represented in these same financial statements and/or as otherwise disclosed in writing by SDI to PLNI prior to the execution of this Agreement.

 

4.8    Books and Records : All material transactions of SDI have been promptly and properly recorded or filed in or with its books and records and the Minute Book of SDI contains records of all meetings and proceedings of the shareholders and directors thereof.

 

4.9    Legal Compliance : To the best of its knowledge, SDI is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which SDI is subject or which apply to it or any of its assets.

 

4.10 Tax Returns : All tax returns and reports of SDI required by law to be filed prior to the date hereof have been filed and have been certified by SDI’s auditor as being substantially and materially true, complete and correct and all taxes and governmental charges have been paid.

 

4.11 Adverse Financial Events : To the best of its knowledge SDI has not experienced nor is it aware of any occurrence or event which has had or might reasonably be expected to have a material adverse effect on its financial condition.

 

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4.12 Disputes, Claims and Investigations : To the best of its knowledge there are no disputes, claims, actions, suits, judgments, investigations or proceedings outstanding or pending or to the knowledge of SDI threatened against or affecting SDI at law or in equity or before or by any federal, municipal or other governmental department, commission, board, bureau or agency.

 

 

 

4.13 Employee Liabilities : To the best of its knowledge SDI has no liability to former employees or any liability to any government authorities with respect to current or former employees.

 

4.14 No Conflicts or Agreement Violations : The execution, delivery and performance of this Agreement and all documents referenced herein to be executed, delivered and performed by SDI will not conflic


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