STOCK TRANSFER AND EXCHANGE AGREEMENT

Exhibit 2.1

STOCK TRANSFER AND EXCHANGE AGREEMENT

 

 

         This STOCK TRANSFER AND EXCHANGE AGREEMENT ("Agreement") dated as of May 11, 2005, by and among those certain members of GEN-ID LAB SERVICES, LLC, a California LLC ("GEN-ID LAB SERVICES, LLC"), identified as Douglas Freedman., a part hereof by this reference (individually, a "Transferor", and collectively, the "Transferors"), and Pacific Sunset Investments, Inc., hereinafter " PSIV", a Minnesota Corporation.

 

                                                  RECITALS

 

WHEREAS, the Transferors own 100%  collectively of the technologies being developed as a "SNP-Single Nucleotide Polymorphism" and will put such ownership interest into a California based company to hold the ownership position of the technologies developed as GEN-ID LAB SERVICES, LLC (the "GEN-ID LAB SERVICES, LLC Interests"); and

 

WHEREAS, Pacific Sunset Investments, Inc. (“Pacific”) wishes to acquire GEN-ID LAB SERVICES, LLC as a wholly owned subsidiary under the name GEN-ID LAB SERVICES, LLC(“GEN-ID LAB SERVICES, LLC”);and

 

WHEREAS, the Transferors desire to transfer their technologies to Gen-ID Lab Services, LLC  to become a wholly owned subsidiary of PACIFIC and PACIFIC desires to acquire from the Transferors (the "Acquisition"), all of the Transferors' Interests and future technologies developed ("SNP-Single Nucleotide Polymorphism) in exchange for 300,000 Shares of common stock of Pacific Sunset Investments, Inc.,(PSIV) (the "Pacific Stock") and the Transferors shall provide a disbursement list to PACIFIC for issuance. and

 

WHEREAS, the Parties hereto intend that the issuance of the Pacific Sunset Investment Stock and possible future Options in exchange for the Transferors (Gen-ID Lab Services, LLC) Interests, as set forth in this Agreement; and

 

WHEREAS. This Agreement supersedes all previous oral or written agreements, including but not limited to provisions contained in this Agreement, and

 

WHEREAS, all the parties hereto deem the Acquisition to be in the best interests of the Transferors, Gen-ID Lab Services, LLC, and Pacific Sunset Investments, Inc,

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereby agree as follows:

 

 

 

 

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ARTICLE I

 

ISSUANCE AND TRANSFER OF SHARES AND OPTIONS

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1.

Issuance and Transfer .  Upon the terms and subject to the conditions set forth in this Agreement, at the "Closing" (as hereinafter defined), the Transferors shall sell, assign, convey, transfer, and deliver to PACIFIC, and PACIFIC shall purchase and receive from the Transferors, 100 % of the Transfers current and future development interest in the products described as “SNP”, constituting all of the issued and outstanding Gen-ID Lab Services, LLC ( “SNP-Single Nucleotide Polymorphism”) Interests owned by the Transferor and set forth opposite the Transferor's name on Exhibit A. In consideration for the transfer of such shares of their interests(Gen-ID Lab Services, LLC) to PACIFIC, PACIFIC shall issue to the Transferors'  in exchange for all of their Interests and technologies developed as ( SNP-Single Nucleotide Polymorphism), 300,000 shares of its authorized and newly issued Common Stock of Pacific Sunset Investments, Inc., distributed as set forth on Exhibit A, PACIFIC and Transferors agree that, consistent with federal Securities law and regulations, they will cooperate in the removal of restrictions on the shares provided the Transferors.

 

2.

Voting Rights.    The shares owned by the Transferors shall be eligible to vote on all corporate actions requiring shareholder approval under the Minnesota Revised Statutes

 

3.

Stock Options.   Transferors shall have the right to acquire additional shares of Pacific Sunset Investments , Inc. as set forth in Exhibit “A” attached hereto and incorporated herein.

 

ARTICLE II

 

CLOSING; TERMINATION

 

1.

Closing .  Subject to the fulfillment or waiver of the conditions precedent set forth in Articles VII and VIII hereof, the Closing shall take place on the Closing Date at the offices of  PACIFIC SUNSET INVESTMENTS, INC, at 10:00 A.M., local time, or at such other time on the Closing Date as the Transferors and PACIFIC may mutually agree in writing.

 

2.

Closing Date .  The Closing Date shall be May 20,2005 or such later date upon which the Transferors and PACIFIC may mutually agree in writing.  If the Closing shall not have taken place on or prior to  October 30, 2005, this Agreement shall terminate upon written notice of such termination given by either party not then in material default.  Upon such termination, the parties shall be released from all obligations or liabilities arising hereunder except for (a) liabilities arising out of pre-termination breaches hereof.

 

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3.

Filings; Cooperation .

 

(a)

Prior and subsequent to the Closing the parties shall proceed with due diligence and in good faith to make such filings and take such other actions as may be necessary to satisfy the conditions precedent set forth in Articles VI and VII below.

 

(b)

On and after the Closing Date, PACIFIC and the Transferors shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

 

4.

Election of Terminate.     

 

(a)

PACIFIC shall have the option to terminate this Agreement should less than 100% of the Gen-ID Lab Services, LLC (Transferors') Interests be transferred.

 

(b)

Should PACIFIC elect to terminate this Agreement, the Transferor shall immediately tender back to PACIFIC the Pacific Sunset Investments, Inc., Shares and Options issued to the Transferor.  Should Gen-ID Lab Services, LLC ( the transferors) elect to terminate this Agreement for any reason, PACIFIC shall immediately tender back to Transferors Interests received from the Transferor.

 

5.

Subsequent Action. The parties agree that, subsequent to the transaction, counsel for Pacific Sunset Investments, Inc., and TRANSFERORS shall promptly file paperwork with the state of California ( for the wholly owned subsidiary) and the state of Minnesota, and the required SEC agencies effecting the merger of Gen-ID Lab Services, LLC into PACIFIC the surviving entity, thereby making Gen-ID Lab Services, LLC a wholly owned subsidiary of PACIFIC SUNSET INVESTMENTS, INC., while preserving Gen-ID Lab Services, LLC's contracts, relationships.

 

 

ARTICLE III

 

 

REPRESENTATIONS AND WARRANTIES OF Gen-ID Lab Services, LLC AND TRANSFERORS

 

Gen-ID Lab Services, LLC and Transferors Represent and Warrant to PACIFIC as follows:

 

1.

Organization and Good Standing .  Gen-ID Lab Services, LLC ( and Transferors shall become) is a limited liability corporation duly organized, validly existing and in good standing under the laws of the State of California and has full corporate power and authority to own or lease its properties, and to operate and carry on its business as now being conducted and as proposed to be conducted.  

 

2.

Authority .

 

(a)  

Gen-ID Lab Services, LLC (Transferors) has full corporate power to enter into this Agreement, to execute all attendant documents and instruments necessary to consummate the transactions contemplated hereunder and to carry out all of Gen-ID Lab Services, LLC's obligations hereunder.  The execution and delivery of this Agreement and all other agreements, documents and instruments to be executed by Gen-ID Lab Services, LLC( Transferors) in connection herewith, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action required on the part of Transferors (Gen-ID Lab Services, LLC).  This Agreement constitutes the valid and legally binding obligation of the Transferors( Gen-ID Lab Services, LLC) and is enforceable against each party associated with Transferors (Gen-ID Lab Services, LLC) in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally and the application of equitable principles.

 

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(b)

Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Transferors (Gen-ID Lab Services, LLC) with any of the provisions hereof will:

 

(i)

violate or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of Gen-ID Lab Services, LLC or any note, bond, mortgage, indenture, deed of trust, license, agreement or other instrument to which Gen-ID Lab Services, LLC is a party, or by which Gen-ID Lab Services, LLC or its properties or assets may be bound or affected; or

 

(ii)

violate any order, writ, injunction or decree, or any statute, rule, Permit, or regulation applicable to Gen-ID Lab Services, LLC or any of its properties or assets.

 

 

         

3.

Capitalization .  Gen-ID Lab Services, LLC's authorized to be transferred are 100% of the issued and outstanding Gen-ID Lab Services, LLC Interests..  No other equity securities or debt obligations of Gen-ID Lab Services, LLC are authorized, issued or outstanding and as of the Closing, there will be no outstanding options, warrants, agreements, contracts, calls, commitments or demands of any character, preemptive or otherwise, other than this Agreement, relating to any of the Gen-ID Lab Services, LLC's (Transferors collective) Interests, and there will be no outstanding security of any kind convertible into common stock of Gen-ID Lab Services, LLC.  All Membership Interests of Gen-ID Lab Services, LLC ( Transferors collective interests) are free and clear of all liens, charges, claims, pledges, restrictions and encumbrances whatsoever of any kind or nature.

 

4.

Financial Statements .    None available for this transaction.  No schedule required.

 

5.

Absence of Certain Changes .    Since the date of this agreement, (a) Gen-ID Lab Services, LLC ( transferors collective interests) has not entered into any material transaction nor committed their respective technologies to any other organization with respect to the certain technologies herein referred to as SNP-Single Nucleotide Polymorphisms or any variation thereof.

 

6.

Absence of Undisclosed Liabilities .  Except as disclosed herein Gen-ID Lab Services, LLC ( Transferors collective interests) does not have any liabilities (secured or unsecured and whether accrued, absolute, direct, indirect, or otherwise) of a kind required by generally accepted accounting principles and consistent with past practice to be set forth on a financial statement or the notes thereto that were as of the date of the closing of this agreement that would have claim to the technologies Transferors, Gen-ID Lab Services, LLC is herewith transferring to PACIFIC SUNSET INVESTMENTS, INC., individually or in the aggregate, material to the results of operations or financial condition of Gen-ID Lab Services, LLC ( the Transferors respective ownership interests in any of its technologies developed or existing  in “SNP” ( Single Nucleotide Polymorphism) analysis data.  .

       

         

7.

Litigation .  Except as disclosed in Schedule IV.9 , there are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against Gen-ID Lab Services, LLC ( Transferors collectively).  Except as disclosed in Schedule IV.9 , there are no actions, suits or proceedings pending, or, to the knowledge of the Transferors, threatened, against or affecting Gen-ID Lab Services, LLC, or any of its or their properties, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in connection with the business, operations or affairs of Gen-ID Lab Services, LLC which might result in any material adverse change in the operations or financial condition of Gen-ID Lab Services, LLC, or which might prevent or materially impede the consummation of the transactions contemplated under this Agreement.

 

8.

Compliance with Laws .  The operations and affairs of Gen-ID Lab Services, LLC do not violate any law, ordinance, rule or regulation currently in effect, or any order writ, injunction or decree of any court or governmental agency, the violation of which would substantially and adversely affect the business, financial conditions or operations of Gen-ID Lab Services, LLC.

 

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9.

  Disclosure .  Neither this Agreement, nor any certificate, exhibit, schedule or other written document or statement, furnished to PACIFIC by the Transferors in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading.

 

10.

Representations and Warranties of Transferor . Set forth in this Section III.12 are representations and warranties made by the Transferor, with respect to the transactions covered by this Agreement and their Gen-ID Lab Services, LLC'S Interests.

 

(a)

Transactional Representations .

 

(i)

Transferor has full right, power, capacity and authority to enter into and to deliver this Agreement and to carry out its obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of the Transferor and is or will be, as the case may be, enforceable against the Transferor in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and the application of equitable principles.

 

(ii)

Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Transferor with any of the provisions hereof or thereof will:

 

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violate or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreement or other instrument or obligation to which such Transferor is a party, or by which he or any of his or his properties or assets may be bound or affected; or

 

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violate any order, writ, injunction or decree, or any statute, rule or regulation applicable to Transferor or any of his or his properties or assets.

 

(b)

Brokers; Underwriters .  Neither parties involved, Pacific Sunset Investments, Inc nor Gen-ID Lab Services, LLC have used the services of a broker in connection with this Agreement and the transactions contemplated thereby.  Further the Transferor has not taken any action which could result in any other broker's, finder's or other fees or commission being due and payable to any party with respect to this Agreement or the transactions contemplated. Transferor has not entered into any agreements, commitments, arrangements or understandings of any kind whatsoever with any broker-dealer or underwriter in connection with the transactions contemplated under this Agreement or the Pacific Sunset Investments, Inc., being acquired hereunder.

 

 

(c)

Investment .

 

(i)

The Transferor acknowledges that the Pacific Sunset Investments, Inc., stock to be received in exchange for the Gen-ID Lab Service