Exhibit 2.2
SHARE EXCHANGE AGREEMENT
AND
PLAN OF REORGANIZATION
DATED: October 30, 2001
BETWEEN: Genesis Capital Corporation of Nevada, a Nevada corporation
11701 South Freeway
Burleson, Texas 76028
"Genesis"
AND: Senior Lifestyle Communities, Inc., a Nevada corporation
2921 NW 6th Ave.
Miami, Florida 33127 "Senior"
AND: Christopher Astrom
2921 NW 6th Ave.
Miami, Florida 33127 "Astrom"
RECITALS
A. Genesis, Astrom and others have entered into a Stock Acquisition
Agreement dated August 30, 2001 ("Acquisition Agreement") whereby Genesis
desires to acquire 100% of the issued and outstanding common stock of Senior and
Astrom desires to acquire a controlling interest in Genesis;
B. Pursuant to the Acquisition Agreement, Astrom is to pay the sum of
Three Hundred Fifteen Thousand Dollar ( $315,000) for the controlling interest
in Genesis;
C. To accommodate the form of financing arranged by Astrom through
Senior to pay the Three Hundred Fifteen Thousand Dollars ($315,000) to Genesis
and to carry out the intentions of the parties under the Acquisition Agreement,
the parties hereto enter into this Agreement with the understanding and
intention that the transactions described herein will qualify as a tax-free
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1. The Exchange.
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(a) Share Exchange. Astrom will exchange 1,000 shares of the issued
and outstanding common stock of Senior ("Senior Securities") for 54,110,309
shares of common stock of Genesis and 1,477,345 shares of the preferred stock of
Genesis ("Genesis Securities").
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(b) Procedure. The Astrom, by executing this Agreement, agrees to
surrender the Senior Securities for exchange pursuant to this Agreement and
agrees to execute all other agreements and instruments reasonably necessary to
complete said exchange.
2. Payment by Senior.
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At the close of this Agreement as defined in Section 7 herein,
Senior shall tender to Genesis, or its designees, the sum of Three Hundred
Fifteen Thousand Dollars ($315,000) as called for under the Acquisition
Agreement.
3. Representations and Warranties of Astrom.
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a) By executing this Agreement, the Astrom represents and
warrants that he owns all of the Senior Securities free and clear of any lien,
encumbrance or claim of others and may freely transfer, assign and exchange the
same.
(b) Astrom represents and warrants that he is exchanging the
Senior Securities for the Genesis Securities for investment purposes only, and
not with a view to distribution and acknowledges that the Genesis Securities
will not be registered and only may be sold or transferred pursuant to a
registration statement or an exemption from registration under the Securities
Act of 1933. The Astrom acknowledge that the Genesis Securities may be issued to
he with a legend setting forth this restriction on transfer.
4. Representations and Warranties of Genesis.
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(a) Genesis is a corporation duly organized under the laws of the
State of Nevada, validly existing, and authorized to exercise all its corporate
powers, rights and privileges;
(b) Genesis has the corporate power and authority to own and operate
its properties and to carry on its businesses now conducted;
(c) Genesis has all requisite legal and corporate power to execute
and deliver this Agreement;
(d) Genesis will have at Closing all required legal and corporate
power to issue the Genesis Securities called for by this Agreement.
(e) All corporate actions on the part of Genesis necessary for the
authorization, execution, delivery and performance of all obligations under this
Agreement and for the issuance and delivery of the Genesis Securities has been
taken, and this Agreement constitutes a valid obligation of Genesis.
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(f) The Genesis Securities, when sold and delivered in accordance
with the terms of this Agreement and for the consideration expressed herein,
shall be duly and validly issued, fully paid and non-assessable; (g) Genesis is
a reporting public corporation within the meaning of the Securities Exchange Act
of 1934 and is current in its filing requirements thereunder: (h) There is no
action, proceeding, or investigation pending or threatening, or any basis
therefor known to Genesis to question the validity of this Agreement or the
accuracy of the representations and warranties contained herein
5. Representations and Warranties of Senior.
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(a) Senior is a corporation duly organized under the laws the State
of Nevada, validly existing and authorized to exercise all its corporate powers,
rights and privileges;
(b) Senior has the corporate power and authority to own and operate
its properties and to carry on its business as now conducted;
(c) Senior has all requisite legal and corporate power to execute
and deliver this Agreement;
(d) All corporate actions on the part of Senior necessary for the
authorization, execution, delivery and performance of all obligations under this
Agreement have been taken and this Agreement constitutes a valid obligation of
Senior.
(e) Senior is a non-reporting corporation within the meaning of the
Securities Exchange Act of 1934.
(f) There is no action, proceeding or investigation pending or
threatening or any basis thereof known to Senior to question the validity of
this Agreement or the accuracy of the representations and warranties contained
herein.
(g) The authorized capital stock of Senior consists of 10,000,000
shares of common stock, of which 1,000 shares are issued and outstanding as of
the date of this Agreement. Except as described in Section 6 of this Agreement,
there are no other securities, options, warrants, or other rights to purchase
any securities of Senior outstanding. All outstanding securities of Senior are
duly and validly issued, fully paid and non-assessable;
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6. Existing Obligations of Senior.
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As of the date of this Agreement, Senior has issued its 8% Senior
Subordinated Redeemable Debentures in the aggregate principal amount of $
1,000,000 ("Debentures") upon the terms and conditions set forth in a certain
Subscription Agreement dated October ___, 2001 among Senior and Sea Lion
Investors LLC; Equity Planners LLC; and Myrtle Holdings LLC. Genesis shall
assume by assignment the obligations of Senior under the Debentures, including
the obligation to issue Genesis common stock upon the conversion of the
Debentures.
7. Closing.
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Closing shall take place on or about October 30, 2001 at the offices
of Genesis, or at another place, or by any other means, agreed to by the parties
("Closing"). Upon receipt of the Agreement executed by all parties or in
counterparts and when in possession of not less than one hundred percent (100%)
of Senior Securities, Genesis may complete the transaction by transferring the
Genesis Securities to Astrom.
8. Prior Acquisition Agreement.
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The terms and conditions of the Acquisition Agreement shall remain
in full force and effect and are not amended or superceded in any way by the
terms of this Agreement.
9. Miscellaneous.
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(a) This Agreement may be signed in any number of counterparts, each
of which will be considered an original.
(b) The representations and warranties herein contained will survive
Closing.
(c) This Agreement constitutes the entire agreement between the
parties and supersedes any previous agreement between the parties concerning its
subject matter.
(d) This Agreement will be governed by the laws of the state of
Nevada
(e) Any controversy or claim arising out of, or related to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the rules of the America Arbitration Association and judgement upon the
award rendered by the arbitrator(s) may be entered in any court have
jurisdiction thereof. Senior hereby submits to the jurisdiction of any local,
state or federal court in the United States for purposes of enforcing any
judgement described in this section.
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(f) In any arbitration proceeding initiated under this Agreement, the
prevailing party shall be entitled to an award of its reasonable attorneys fees
and costs.
THIS AGREEMENT IS EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN.
Genesis Capital Corporation of Nevada Senior Lifestyle Communities, Inc.:
By: /s/Reginald Davis By:/s/Christopher Astrom
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Reginald Davis, its President Christopher Astrom, its President
Astrom:
/s/Christopher Astrom
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Christopher Astrom
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