Exhibit 2.2
AGREEMENT
Dated as of: October 31, 2001
Between: Genesis Capital Corporation, a Nevada corporation; ("Genesis")
And: National Residential Properties, Inc, ("National").
WHEREAS, National and Senior Adult Lifestyle, Inc., a Nevada
corporation ("Senior"), which is a subsidiary of Genesis, entered
into an Agreement dated October 30, 2001, a copy of which is attached
hereto as Exhibit "A," whereby National assigned to Senior its rights
in and to those certain Land Sate Contracts described in said Exhibit
"A" and Senior assumed all of National's obligations under the Land
Sale Contracts;
WHEREAS, pursuant to said Exhibit "A" National executed in
favor of Senior a Statutory Form Warranty Deed dated October 31,
2001, regarding the real property described in said Exhibit "A";
WHEREAS, Genesis desires to compensate National for the
above described assignment and conveyance to Senior.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, it is agreed as follows:
1. Genesis shall pay to National the sum of $2,000,000.00,
which shall be paid to National in common stock of Genesis in the
aggregate amount of 2,000,000 shares ("Genesis Shares"). The number
of Genesis Shares to be issued hereunder is valued by the parties at
$.10 per share.
2. At the earlier of (a) the expiration of three (3) years
from the data of this Agreement or (b) at the time that National has
sold all of the Genesis Shares, if the gross sales proceeds realized
by National from the sale of the Genesis Shares is less than $
2,000,000.00, Genesis shall issue to National such additional shares
of Genesis common stock ("Additional Genesis Shares") in an amount
based on the closing bid price as quoted on the OTC Bulletin Board on
the day before the date of such additional share issuance so as to
make up the difference between said gross sales proceeds and
$2,000.00.00. Notwithstanding anything to the contrary in this
Section 2, National shall have the obligation to sell the Genesis
Shares in arm's length market transactions on the OTC Bulletin Board
through broker-dealers at the market price of Genesis common stock
prevailing from time-to-time, which transactions comply with the
requirements of paragraphs (f) ("Manner of Sale") and (g) ("Brokers'
Transactions") of Securities and Exchange Commission Rule 144.
3. National acknowledges that the Genesis Shares and the
Additional Genesis Shares to be issued hereunder are characterized as
"restricted securities" under the Securities Act of 1933 and that
consequently the transferability and resale of the Genesis Shares and
the Additional Genesis Shares will be limited. National understands
that the certificates evidencing the Genesis Shares and the
Additional Genesis Shares will hear a legend is substantially the
following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("ACT") OR ANY STATE SECURITIES LAW.
THE SHARES HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER
THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED AS TO SUCH SALE, OFFER, TRANSFER, PLEDGE OR HYPOTHECATION.
4. This Agreement constitutes the entire agreement and understanding
between the parties with respect to its subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date fast above written.
GENESIS CAPITAL CORPORATION OF NEVADA
By:/s/Richard Astrom
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Name: Richard Astrom
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Title: President
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NATIONAL RESIDENTIAL PROPERTIES, INC.
By:/s/Richard Astrom
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Name: Richard Astrom
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Title: President
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AGREEMENT
THIS AGREEMENT ("Agreement") made and entered this 30th day of October 2001, by
and between SENIOR ADULT LIFESTYLE,1NC., a Nevada corporation having an office
in the State of Florida ("Lifestyle") and NATIONAL RESIDENTIAL PROPERTIES, INC.,
a Nevada corporation having an office is the State of Florida ("NRFS"),
WITNESSETH:
WHEREAS, by agreement dated May 4, 2401 ("Agreement"), a copy of which
is attached. hereto and labeled Schedule A, Connecticut Acquisition Core. No. 1
("Connecticut Acquisition") entered into an agreement with various entities in
which a parcel of and in Hebron, Connecticut was to be transferred to
Connecticut Acquisition; and
WHEREAS, certain contracts to purchase land ("Land Contracts") were to
be assigned to Connecticut Acquisition; and
WHEREAS, Connecticut Acquisition has merged into NRES; and
WHEREAS, the Land Contracts to be assigned are set forth in the
Agreement; and
WHEREAS, the Land Contracts were assigned to Connecticut Acquisition
(now NRES3; and
WHEREAS, NRES desires to assign its rights and responsibilities under
the Agreement and its rights in and to the Land Contracts to Lifestyle; and
WHEREAS, Lifestyle agrees to accept the assignments.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, it is agreed as follows:
1. Lifestyle agrees to assume all obligations of Connecticut
Acquisition (now NRES) under the Agreement, and therefore, Senior Adult shall be
liable to all parties to the Agreement as if Senior Adult was an original
obligor of the Agreement.
2. NRES hereby assigns to Senior Adult all of its rights under the
Agreement and hereby assigns to Senior Adult all of the Land Contracts which
were previously assigned to Connecticut Acquisition.
3. Senior Adult represents to NRES that the officers of Senior Adult
are the same as the officers of NRES, which is a requirement for the assignment
of the Land Contracts without the need to receive consent from any other parties
to the land Contracts.
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4. Senior Adult acknowledges that any other patty to the Agreement
shall have the right to enforce the Agreement against Senior Adult to the same
extent as the Agreement weld have been forced against Connecticut Acquisition as
originally written.
IN WITNESS WHEREOF, the patties have hereunto set their hands and
seals as of the day and year first above written.
Signed, sealed and delivered in the presence of:
CONNECTICUT ACQUISITION CORP. NO. 1, INC
/s/Miriam Padilla BY:/s/Richard Astrom
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Miriam Padilla Richard Astrom, president
/s/Patrica Gutierrez
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Patrica Gutierrez
SENIOR ADULT LIFESTYLE, INC.
/s/Miriam Padilla BY:/s/Richard Astrom
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Miriam Padilla Richard Astrom, president
/s/Patrica Gutierrez
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Patrica Gutierrez
CONSENT
The undersigned hereby consent to the Agreement and to the
assignment and transfer set forth therein to Senior Adult Lifestyles, Inc.
LOVELAND HILLS, LLC
/s/ Leonard Jacobs BY: Nathan Kahn
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CONNECTICUT ADULT CONDOMINIUMS, LLC
/s/ Leonard Jacobs BY: Nathan Kahn
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2
ECHO LAKE, WATERTOWN, LLC
/s/ Leonard Jacobs BY: /s/ Nathan Kahn
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CARLSON FARMS, NEW MILFORD, LLC
/s/ Leonard Jacobs BY: /s/ Nathan Kahn
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COLEMAN FARMS, EAST WINDSOR, LLC
/s/ Leonard Jacobs BY: /s/ Nathan Kahn
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STATUTORY FORM WARRANTY DEED
IT, NATIONAL RESIDENTIAL PROPERTIES, INC. a Nevada corporation with an office in
the State of Florida CONSIDERATION PAID grants to SENIOR ADULT LIFESTYLE, INC.,
a Nevada corporation having an office in the State of Connecticut, with WARRANTY
COVENANTS that certain piece or parcel of land on Loveland Hills Road in the
Town of Hebron, County of Tolland and State of Connecticut, being more
particularly described on Schedule A attached hereto and made a part hereof.
The Premises are conveyed subject to two mortgages which the Grantee
herein assumes and agrees to pay.
The Premises are subject to taxes due to the Town of Hebron on the List
of October 1, 2001, and Connecticut Acquisition Corp. No. 1, Inc. herein assumes
and agrees to pay as part consideration for this conveyance.
Dated this 30 day of October, 2001.
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Witnesses:
National Properties, Inc.
/s/Miriam Padella By: /s/Richard Astrom
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Miriam Padella Richard Astrom, Its President
/s/Ben Kaplan
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Ben Kaplan
STATE OF FLORIDA )
SS. October 30, 2001
COUNTY OF DADE MIAMI )
Personally appeared Richard Astrom as aforesaid, signer and sealer of
the foregoing instrument and acknowledged the same to be his free act and deed
of said corporation, before me.
Patricia Gutierrez
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Patricia Gutierrez
Notary Public, State of Florida
My Comm. Exp. Dec. 19, 2003
Comm. No. CC 898915
SCHEDULE A
A certain piece or parcel of land with all improvements thereon and
appurtenances thereto, situated on the westerly side of Loveland Road in the
Town of Hebron. County of Tolland and State of Connecticut, and being shown and
designated as "AREA 44.08 acres" on a certain map or plan entitled "Boundary
Survey Property of ROBERT TUPPER Loveland Road Hebron, Conn. Scale 1" = 100'
Aug. 31, 1972 Class A-2 Map Certified Substantially Correct Frederick M. Hayes
L.S. Conn. Lic. No. 8164 Frederick M. Hayes Assoc. Route 66 Marlborough,
Connecticut, which map is on file in the Town Clerk's Office in the Town of
Hebron to which reference may be had.
Said premises are further bounded and described as follows:
Commencing at a point in the westerly street line of Loveland Road, which point
marks the southeasterly comer of land now or formerly of Leno & Phylis Petrolito
and the northeasterly coma of subject premises.
Thence proceeding S 16(degree) 44' 3T" E along Loveland Road a distance of
138.52 feet to a point marked by a fence post;
Thence proceeding S 10(degree) 31' 49" E along Loveland Road a distance of 50.85
feet to a point;
Thence proceeding S 02(degree)55' 57" E along Loveland Road a distance of 477.29
feet to a point;
Thence proceeding S 20(degree) 23' 26" W along Lowland Road a distance of 28.23
feet to a point;
Thence proceeding S 01(degree) 14' 51" E along Loveland Road a distance of
519.91 feet to a point which point marks the northeasterly corner of land now or
formerly of Lucius Robinson Sr. and the southeasterly corner of subject
premises;
Thence proceeding N 85(degree) 13' 10" W along said land now or formerly of
Robinson a distance of 973.28 feet to a point marked by a fence post;
Thence proceeding N 89(degree)39' 42" W a distance of 350.44 feet to a point;
Thence proceeding N 02(degree)90' 54" E along land now or formerly of
Jones-Keefe Post 95 Inc. American Legion a distance of 251.18 feet to a point;
Thence proceeding N 87(degree) 19' 06" W along said land now or formerly of
Jones-Keefe Post 95 Inc. American Legion a distance of 427.98 feet to a point
which point marks the southwesterly corner of subject premises;
Thence proceeding N 02(degree) 08' 27" E along land now or formerly of Stephen
Griffing a distance of 954.03 Feet to a point, which point marks the
northeasterly corner of said land now or formerly of Griffing and the
northwesterly corner of said premises.
Thence proceeding S 87(degree)10' 18" E along land now or formerly of Bolton
Associates a distance of 679.16 feet to a point;
Thence proceeding S 77(degree)08' 43" E along said land now or formerly of
Bolton Associates a distance of 64.84 feet to a point;
Thence proceeding S 84(degree)55' 12" E along said land now or formerly of
Bolton Associates a distance of 261.60 feet to a point;
Thence proceeding 6 N 89(degree) 24' 14" E along said land now or formerly of
Leno & Phylis Petrolito a distance of 140.65 feet to a point;
Thence proceeding S 86(degree) 10' 10" E along said land now or formerly of Leno
& Phylis Petrolito a distance of 483.25 feet to the point or place of beginning.
Said premises contain 44.08 acres by estimation.