BIO SOLUTIONS MANUFACTURING, INC. STOCK PURCHASE AGREEMENT (Regulation S)
(Regulation
S)
This Stock Purchase Agreement (“Agreement”) is made as March
__, 2009 by and between Bio Solutions Manufacturing, Inc., a Nevada corporation
(the “Company”), and
Steinhov Resources (the “Purchaser”).
AGREEMENT
It is agreed as follows:
1. PURCHASE
AND SALE OF SHARES.
1.1 Purchase and
Sale. In reliance upon the representations and warranties of
the Company and Purchaser contained herein and subject to the terms and
conditions set forth herein, at the Closing, Purchaser shall purchase, and the
Company shall sell and issue to Purchaser, twenty million (20,000,000) shares
(the “Shares”) of its
common stock, par value $0.00001 per share (the “Common Stock”) at a purchase
price of $20,000 (the “Purchase
Price”).
2. CLOSING(S).
2.1 Date and
Time. The closing of the sale of Shares contemplated by this
Agreement (the “Closing”) shall occur upon
satisfaction of the conditions set forth in Section 2.2 and 2.3
below. The consummation of the transactions contemplated herein for
the Closing shall take place at the offices of Indeglia & Xxxxxx, P.C., 0000
Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, upon the satisfaction of all
conditions to Closing set forth in this Agreement.
2.2 Deliveries by
Purchaser. The Purchaser shall deliver the following at the
Closing:
2.2.1 a
completed and executed Purchaser Signature Page.
2.2.2 The
original, executed promissory note made by the Company in favor of Purchaser in
the principal amount of $20,000 (the “Note”), which Note shall be
submitted as payment of the Purchase Price and shall be cancelled upon issuance
of the Shares to Purchaser.
2.3 Deliveries by
Company. At the Closing, or as soon thereafter as practicable,
the Company will deliver the following to Purchaser:
2.3.1 the
certificates representing the Shares purchased by Purchaser, with each such
Share being in definitive form and registered in the name of the Purchaser, as
set forth on the Purchaser Signature Page, against delivery to the Company by
the Purchaser of the items set forth in paragraph 2.2 above.
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3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
As a material inducement to Purchaser
to enter into this Agreement and to purchase the Shares, the Company represents
and warrants that the following statements are true and correct in all material
respects as of the date hereof and will be true and correct in all material
respects at Closing, except as expressly qualified or modified
herein.
3.1 Organization and Good
Standing. The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and has
full corporate power and authority to enter into and perform its obligations
under this Agreement, and to own its properties and to carry on its business as
presently conducted and as proposed to be conducted.
3.2 Capitalization. The
Company is authorized to issue 1,000,000,000 shares of Common Stock of which, as
of February 3, 2009, 91,097 shares were issued and outstanding, and 10,000,000
shares of preferred stock, $0.00001 par value, of which 10,000 shares have been
designated as Series A Preferred Stock of which 10,000 shares are issued and
outstanding.
3.3 Validity of
Transactions. This Agreement, and each document executed and
delivered by the Company in connection with the transactions contemplated by
this Agreement, including this Agreement, have been duly authorized, executed
and delivered by the Company and is each the valid and legally binding
obligation of the Company, enforceable in accordance with its terms, except as
limited by applicable bankruptcy, insolvency reorganization and moratorium laws
and other laws affecting enforcement of creditor’s rights generally and by
general principles of equity.
3.4 Valid Issuance of
Shares. The Shares that are being issued to Purchaser
hereunder, when issued, sold and delivered in accordance with the terms hereof
for the consideration expressed herein, will be duly and validly issued, fully
paid and nonassessable and free of restrictions on transfer, other than
restrictions on transfer under this Agreement and under applicable federal and
state securities laws, will be free of all other liens and adverse
claims.
3.5 No
Violation. The execution, delivery and performance of this
Agreement has been duly authorized by the Company’s Board of Directors and will
not violate any law or any order of any court or government agency applicable to
the Company, as the case may be, or the Articles of Incorporation or Bylaws of
the Company.
3.6 SEC Reports and Financial
Statements. The Company has delivered or made available to
Purchaser accurate and complete copies (excluding copies of exhibits) of each
report, registration statement, and definitive proxy statement filed by the
Company with the United States Securities and Exchange Commission (“SEC”) since January 1, 2007
(collectively, with all information incorporated by reference therein or deemed
to be incorporated by reference therein, the “SEC Reports”).
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3.7 Securities Law
Compliance. Assuming the accuracy of the representations and
warranties of Purchaser set forth in Section 4 of this Agreement, the offer,
issue, sale and delivery of the Shares will constitute an exempted transaction
under the Securities Act of 1933. as amended (the “1933 Act”), and registration of the
Shares under the 1933 Act is not required. The Company shall make
such filings as may be necessary to comply with the Federal securities laws,
which filings will be made in a timely manner.
4. REPRESENTATIONS
AND WARRANTIES OF EACH PURCHASER.
Purchaser hereby represents, warrants
and covenants with the Company as follows:
4.3 Access to
Information. Purchaser represents that such Purchaser has been
given full and complete access to the Company for the purpose of obtaining such
information as such Purchaser or its qualified representative has reasonably
requested in connection with the decision to purchase the
Shares. Purchaser represents that it has received and reviewed copies
of the SEC Reports. Purchaser represents that it has been afforded
the opportunity to ask questions of the officers of the Company regarding its
business prospects and the Shares, all as Purchaser or its qualified
representative have found necessary to make an informed investment decision to
purchase the Shares.
4.4 No 1933 Act
Registration. The Purchaser has been advised that the Shares
have not been registered under the 1933 Act or applicable state securities laws
and that the Shares are being offered and sold pursuant to Regulation S
under the 1933 Act and that the Company’s reliance upon Regulation S is
predicated in part on the Purchaser’s representations as contained
herein.
4.5 Investment
Intent. The Purchaser is acquiring the Shares for Purchaser’s
own account, not as a nominee or agent, for investment and not with a view to or
for resale in connection with, any distribution or public offering thereof
within the meaning of the 1933 Act, except pursuant to an effective registration
statement under the 1933 Act.
4.6 Non U.S.
Person. The Purchaser is not a U.S. Person (as defined in
Regulation S) and is not an affiliate of the Company (as defined in
Regulation S). At the time of the origination of contact
concerning this Agreement, and at the date of execution and delivery of this
Agreement, the Purchaser was outside the United States, its territories and
possessions.
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4.7 Resale
Restrictions. The Purchaser will not offer, sell, contract to
sell, pledge or otherwise dispose of, (or enter into any transaction which is
designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the Purchaser or any affiliate of the Purchaser or
any person in privity with the Purchaser or any affiliate of the Purchaser),
directly or indirectly, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder, or publicly announce an intention
to effect any such transaction, with respect to the Shares for a period ending
three years after the date of this Agreement
4.8 Directed Selling
Efforts. Neither the Purchaser, its affiliates or any person
acting on behalf of the Purchaser or any such affiliates has engaged, or will
engage, in any Directed Selling Efforts (as defined in Regulation S under
1933 Act with respect to the Shares or any distribution, as that term is used in
the definition of Distributor in Regulation S under the 1933 Act, with
respect to the Shares.
4.9 No
Solicitation. Neither the Company nor any person acting on its
behalf made to the Purchaser or any person acting on its behalf in the United
States any statement conveying a purpose or intent to sell the Shares to the
Purchaser. The person executing this agreement on behalf of the
Purchaser was outside the United States, its territories, and possessions at the
time of such execution.
4.10 No Market
Conditioning. Neither the Purchaser, any affiliate of the
Purchaser, nor any person acting on their behalf has undertaken or carried out
any activity for the purpose of, or that could reasonably be expected to have
the effect of, conditioning the market in the United States, its territories or
possessions, for any of the Shares.
4.11 No
Scheme. The transactions contemplated by this
Agreement:
(a) have
not been pre-arranged with a purchaser located in the United States, its
territories or possessions, or who is a U.S. Person; and
(b) are
not part of a plan or scheme to evade the registration provisions of the 1933
Act.
4.12 No
Nominee. The Purchaser is purchasing the Shares for its own
account for the purpose of investment and not (A) with a view to, or for
sale in connection with, any distribution thereof, or (B) for the account
or on behalf of any U.S. Person.
4.13 No
Groups. The Purchaser is not an entity or group that has been
formed principally for the purpose of investing in securities not registered
under the 1933 Act.
4.14 Legend. The
Purchaser understands that the Shares have not been registered under the 1933
Act and may not be transferred or resold except pursuant to an effective
registration statement or exemption from registration and each certificate
representing the Shares will be endorsed with the following legend:
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THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “1933 ACT”), AND SUCH SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE ACT, OR (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION AS CONFIRMED IN AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY, AND IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE
LAW.
THE
SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH UNDER SECTION 4.7
OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED MARCH __, 2009 BETWEEN BIO
SOLUTIONS MANUFACTURING, INC. AND STEINHOV RESOURCES.
4.15 Stop
Transfer. Purchaser agrees that the Company shall refuse to
register any transfer of the Shares not made in accordance with Regulation S,
pursuant to registration under the 1933 Act, or pursuant to an exemption from
registration under the 1933 Act, and that the Company may place a stop transfer
order with its registrar and stock transfer agent (if any) covering all
certificates representing the Shares.
4.16 Economic
Risk. Purchaser can bear the economic risk of an investment in
the Shares, including the total loss of such investment.
4.17 Suitability. Purchaser
believes, in light of the information provided in this Agreement, the purchase
of the Shares pursuant to the terms of this agreement is an appropriate and
suitable investment for the Purchaser.
4.18 Investment Knowledge and
Experience. Purchaser is experienced and knowledgeable in
financial and business matters, capable of evaluating the merits and risks of
purchasing the securities offered herein by the Company.
4.19 Indemnification. Purchaser
under takes and agrees to indemnify and hold harmless the Company and its
directors, officers, servants, employees and agents from and against all claims,
liabilities, losses, damages, costs and expenses of every kind and nature
arising directly or indirectly from inaccuracy of any of the Purchaser’s
representations and warranties contained in this Agreement or from the failure
of Purchaser to take any action required of the Purchaser pursuant to this
Agreement.
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4.20 Information. Purchaser
has had the opportunity to ask questions and request information from the
Company and to receive such information and answers from the Company, or
officer, agent and or representative of the Company, concerning the terms and
conditions of the investment and the general and overall business affairs of the
Company. Purchaser has further obtained all such additional
information necessary to verify such received information. Purchaser
has received such additional information concerning the Company that the
Purchaser considers necessary or advisable in order to form a decision
concerning an investment in the Company.
4.21 Non-Contravention. The
purchase of the Shares by the Purchaser does not contravene any of the
applicable securities legislation in the jurisdiction in which Purchaser resides
and does not trigger: (i) any obligation to prepare and file a
prospectus or similar document or any other report with respect to the purchase,
or (ii) any registration requirement or other securities compliance obligation
on the part of the Company.
5. MISCELLANEOUS.
5.1 Indemnification. Each
Purchaser agrees to defend, indemnify and hold the Company harmless against any
liability, costs or expenses arising as a result of any dissemination of any of
the Shares by such Purchaser in violation of the 1933 Act or applicable state
securities law.
5.2 Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Nevada.
5.3 Successors and
Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.
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| If to the Company: |
0000
Xxxxxxx Xxxxxx, Xxxxx 0
Xxx
Xxxxx, XX 00000
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If
to the Purchaser:
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At
the address set forth on the Purchaser’s Signature
Page
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5.8 Faxes and
Counterparts. This Agreement may be executed in one or more
counterparts. Delivery of an executed counterpart of the Agreement or
any exhibit attached hereto by facsimile transmission shall be equally as
effective as delivery of an executed hard copy of the same. Any party
delivering an executed counterpart of this Agreement or any exhibit attached
hereto by facsimile transmission shall also deliver an executed hard copy of the
same, but the failure by such party to deliver such executed hard copy shall not
affect the validity, enforceability or binding nature effect of this Agreement
or such exhibit.
5.9 Titles and
Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date set forth on the Purchase Signature Page
hereto.
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PURCHASER
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(By
Counterpart Form - SP Pages)
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COMPANY
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By:
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Xxxxx
X. Xxxxxxx,
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President
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PURCHASER
SIGNATURE PAGE
The undersigned Purchaser has read the
Stock Purchase Agreement dated as of March __, 2009 and acknowledges that
execution of this Purchaser Signature Page shall constitute the undersigned’s
execution of such agreement.
I hereby subscribe for an aggregate of
20,000,000 Shares at a Purchase Price of $20,000 and hereby deliver good funds
with respect to this subscription for the Shares.
I am a resident of the country of
__________________.
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My
address is:
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Schedule
6.3
Executed
this _____ day of March, 2009 at ____________________,
________________.
SIGNATURES
INDIVIDUAL
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Name
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Signature
(Individual)
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Street
address
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Address
to Which Correspondence Should be Directed
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Signature
(All record holders should sign)
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City,
State and Zip Code
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Name(s)
Typed or Printed
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Tax
Identification or Social Security Number
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( )
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Telephone
Number
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Name(s)
Typed or Printed (All recorded holders should sign)
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Schedule
6.3
CORPORATION,
PARTNERSHIP, TRUST ENTITY OR OTHER
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Address
to Which Correspondence Should be Directed:
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Type
of Entity (i.e., corporation, partnership, etc.)
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Street
Address
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By:
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*Signature
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Tax
Identification or Social Security Number
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State
of Formation of Entity
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City,
State and Zip Code
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Name
Typed or Printed
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Its:
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( )
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Title
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Telephone
Number
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*If
Shares are being subscribed for by an entity, the Certificate of Signatory must
also be completed.
Schedule
6.3
CERTIFICATE
OF SIGNATORY
To be completed if Shares are being
subscribed for by an entity.
I,__________________________________,
am the ___________________________ of
(the
“Entity”).
I certify that I am empowered and duly
authorized by the Entity to execute and carry out the terms of the Stock
Purchase Agreement and to purchase and hold the Shares of Common
Stock. The Stock Purchase Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have hereto set
my hand this ______ day of March, 2009.
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Signature
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Schedule
6.3
AGREED
AND ACCEPTED:
By:
Xxxxx X. Xxxxxxx,
President
Date: March
__, 2009
Schedule
6.3
