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 ”).
This Agreement is entered into with
reference to and in contemplation of the following facts,
circumstances and representations:
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1.
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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").
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2.
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SEM is the owner of all of the
membership interests
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of USL (collectively the
“ USL interests”).
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3.
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The SDI
Shares and the USL Interests are collectively
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referred to herein as the “
SEMCO Shares.”
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4.
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YAMINE
SEM and SAMUEL YEM are
also collectively
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referred to herein as the “
SEMCO Owners” or the “ SEMCO
Principals.”
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5.
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SDI and USL are also
collectively referred to herein as
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“ SEMCO
.”
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6.
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PLNI desires to purchase both the
SDI Shares and
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the USL Interests in
accordance with the terms and
conditions of this
Agreement.
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2. TERMS
AND CONDITIONS OF PURCHASE
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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:
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1.
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The refundable cash sum of
$100,000 (the “Initial
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Payment “) receipt of which is hereby
acknowledged.
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2.
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The cash sum of $550,000 (the “Final Cash
Payment”)
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payable upon the close of escrow for the
transaction
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3.
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PLNI shares of restricted common stock with a
valuation
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of $100,000 (the “Share
Payment”) payable upon the close
of Escrow.
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4.
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Additional cash performance payments as set
forth
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below in Paragraph 2.2 (the “Performance
Payment”).
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5.
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In addition to the Purchase Price, the
SEMCO Principals
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and their heirs shall be paid a royalty payment
as described
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below in Paragraph 2.3 below (the “Royalty
Payment”).
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6.
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The parties hereto further acknowledge that
PLNI has
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made a loan to SDI and USL in the
amount of $30,000
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which is payable to PLNI and is
not part of the Purchase
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Price (the “ PLNI
Loan”).
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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
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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:
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1.
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Samuel Sem
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$150,000 and a $350
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Five (5) years
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2.
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Yamine Sem
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$ 60,000
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One (1) year
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2.5 Allocation of
Purchase Price : The Purchase Price for the SDI
Shares and the USL Interests shall be allocated as
follows:
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1.
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SDI Shares:
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$____________
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2.
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USL Interests:
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$____________
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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 .
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3.8
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Corporate
Authority : The officers or
representatives of PLNI executing
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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.
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4.3
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Transferability of SDI
Shares : That YAMINE SEM has
full power to
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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
