Exhibit 2.1
PURCHASE AGREEMENT OF ASSETS AND LIABILITIES
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THIS AGREEMENT is made on this 31st day of May, 2001 and is effective
as of May 1, 2001, between Bio-Solutions International, Inc., a New Jersey
corporation, hereinafter referred to as Company, and Bio-Solutions
International, Inc., a Nevada corporation, hereinafter referred to as Buyer.
WHEREAS the parties have reached an understanding with respect to the
sale by the Company and purchase by the Buyer of all the assets and liabilities
of Company as reflected on Exhibit 1, attached hereto and made a part hereof and
as specified hereinafter.
It is therefore agreed:
1. Sale of Assets. The Seller agrees that, at the closing, the Seller
shall sell, transfer and deliver to the Buyer, for the consideration hereinafter
provided, all of the Company's then existing assets and business as a going
concern, including, without limitation, all of the Company's goodwill and all
rights to the use of the name "Bio-Solutions International, Inc." or any variant
thereof, together with all products and solutions to which the Company holds any
right, title or interest. The assets so to be sold and delivered shall consist
of those owned by the Company on March 31, 2001, including, without limitation,
those reflected in the company's balance sheet of March 31, 2001 with such
changes therein, and only such changes, as shall have occurred in the ordinary
course of the Company's business between March 31, 2001 and closing. The
foregoing assets being acquired shall also be listed in the attached Exhibit 1,
incorporated by reference as if fully recited herein.
Such sale shall include all liabilities, obligations, security
interests, and encumbrances.
The consideration for such sale of assets and liabilities shall be the
delivery of 12,859,980 million shares of Rule 144 restricted stock of the Buyer,
payable to the Company. Subject to the terms of this agreement and in reliance
on the representations and warranties of the Company contained herein, the Buyer
shall purchase these assets and liabilities and the business and, in full
consideration therefor, shall pay the Company the aforesaid 12,859,980 million
shares of Rule 144 restricted stock of the Buyer, and shall assume and agree to
pay or discharge the Company's liabilities and obligations to the extent
provided in paragraph 8.
2. Closing. The closing of the sale shall take place at the Law Offices
of Xxxxxx & Xxxxxx, 0000 Xxxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxx 00000 at 11:00
a.m. on May 1, 2001. At the closing, the Company shall deliver to the Buyer such
full covenant and warranty deeds, bills of sale with covenants of warranty,
endorsements, assignments, and other good and sufficient instruments of transfer
and conveyance as shall be effective to vest in the Buyer good and marketable
title to the assets and business to be sold as provided in the agreement. The
Buyer shall deliver to the Company the Rule 144 restricted stock referred to
herein in accordance with the schedule set forth in Exhibit C, and shall execute
and deliver to the Company an undertaking wherein the Buyer will assume and
agree to pay or discharge the Company's liabilities and obligations to the
extent provided in paragraph 8. From time to time, at the buyer's request,
whether at or after the closing and without further consideration, the Company
at its expense will execute and deliver such further instruments of conveyance
and transfer and take such other action as the Buyer reasonably may require more
effectively to convey and transfer to the Buyer any of the property to be sold
hereunder, and will assist the Buyer in the collection or reduction to
possession of such property. The Company will pay all sales, transfer, and
documentary taxes, if any, payable in connection with the sale, transfers, and
deliveries to be made to the Buyer hereunder.
3. Representations and warranties. The Company and the Shareholders
represent and warrant as follows:
(a). Organization and standing of company. The Company is a corporation
duly organized, validly existing, and in good standing under the laws of New
Jersey; the copies of the Company's certificate of incorporation and all
amendments thereof to date, certified by the Secretary of State of New Jersey,
and of the Company's bylaws as amended to date, certified by the Company's
secretary, which have been delivered to the Buyer are complete and correct as at
the date of this agreement. The Company is duly licensed or qualified and in
good standing as a foreign corporation in all other states where the character
of the properties owned by the Company or the nature of the business transacted
by it make such license or qualification necessary.
(b). Subsidiaries. The Company has no subsidiaries.
(c). Company's authority. The execution and delivery of this agreement
to the Buyer and the sale contemplated hereby have been duly authorized by the
Company's board of directors and Shareholders, and the Company has delivered to
the Buyer copies of the minutes of the meetings of its board of directors and
shareholders at which such authority was granted, such copies having been
certified by the Company's secretary.
(d). Financial statements. The Company has delivered to the Buyer
copies of the following financial statements, all of which are true and complete
and have been prepared in accordance with generally accepted accounting
principles consistently followed throughout the period indicated: (i) balance
sheets of the Company as of December 31, 2000, certified by Xxxx & Company,
P.A., certified public accounts and March 31, 2001, certified by the Company's
treasurer, each of which presents a true and complete statement, as of its date,
of the Company's financial condition and of its assets and liabilities; and (ii)
statements of the Company's profit and loss accounts (including, without
limitation, all taxable income of every nature) and of its surplus for the
calendar years 1999 and 2000, certified by Xxxx & Company, P.A., and for the
three months ended March 31, 2001, certified by the Company's treasurer, each of
which accurately presents the results of the Company's operations for the period
indicated.
(e). Absence of undisclosed liabilities. Except to the extent reflected
or reserved against the Company's balance sheet of March 31, 2001, the Company
as of such date had no liabilities or obligations of any nature, whether
accrued, absolute, contingent, or otherwise, including, without limitation, tax
liabilities due or to become due, and whether incurred in respect of or measured
by the Company's income for any period prior to March 31, 2001, or arising out
of transaction entered into, or any state of facts existing, prior thereto. The
Company represents and warrants that it, and each Shareholder represents and
warrants that he, does not know or have reasonable grounds to know of any basis
for the assertion against the Company, as of March 31, 2001, of any liability of
any nature or in any amount not fully reflected or reserved against in the
balance sheet of March 31, 2001.
(f) Absence of certain changes. Since March 31, 2001, there has not
been: (i) any change in the Company's financial condition, assets, liabilities,
or business, other than changes in the ordinary course of business, none of
which has been materially adverse; (ii) any damage, destruction, or loss,
whether or not covered by insurance, materially and adversely affecting the
Company's properties or business; (iii) any declaration, or setting-aside, or
payment of any dividend or other distribution in respect of the Company's
shares, or any direct or indirect redemption, purchase, or other acquisition of
any such shares; (iv) any increase in the compensation payable or to become
payable by the Company to any of its officers, employees, or agents, or any
bonus payment or arrangement made to or with any thereof; or (v) any labor
trouble, or any event or condition of any character, materially and adversely
affecting the Company's business or prospects.
(g) Tax audits. The Company's federal income tax returns have not been
audited by the Internal Revenue Service.
(h) Title to properties. The Company has good and marketable title to
all its properties and assets, real and personal, including those reflected in
the balance sheet of March 31, 2001 (except as since sold or otherwise disposed
of in the ordinary course of business), subject to no mortgage, pledge, lien,
encumbrance, security interest, or charge, except for liens shown on such
balance sheet as securing specified liabilities (with respect to which no
default exists), and except for minor imperfections of title and encumbrances,
if any, which are not substantial in amount, do not materially detract from the
value of the properties subject thereto, or materially impair the Company's
operations, and have arisen only in the ordinary course of business.
(i) Realty, plants, and equipment. The Company has delivered to the
Buyer an accurate list and summary description, certified by the Company's
treasurer, of all real property presently owned of record or beneficially by the
Company, together with a brief description of all plants and structures located
thereon; all such plants and structures and the equipment therein are in good
operating condition and repair and conform with all applicable ordinances and
regulations and building, zoning, and other laws.
(j) Patents, trademarks, etc. The Company has delivered to the Buyer an
accurate list and summary description, certified by the Company's treasurer, of
all patents, patent applications, trademarks, trade names, copyrights, and
licenses presently owned or held by the company, all of which are valid and in
good standing.
(k) Accounts receivable. The Company has delivered to the Buyer a true
and complete list, certified by the company's treasurer, of the Company's
accounts receivable at March 31, 2001, as reflected in the balance sheet of that
date. If, following the closing hereunder, any of such accounts, or any account
receivable arising between March 31, 2001 and closing, to the extent then
remaining unpaid, are not paid in full on demand when due, the Company and the
Shareholders agree, forthwith upon notice from the Buyer, to pay the full amount
thereof to the Buyer, against delivery to the payor or payors of an assignment
of the defaulted account or accounts.
(l) Contracts. A complete copy of all the foregoing have been delivered
to the Buyer. The Company has complied with all the provisions of such
instruments and of all other contracts and commitments to which it is a party,
and is not in default under any of them.
(m) Litigation. Except for suits of a character incident to the normal
conduct of the Company's business and involving not more than $10,000 in the
aggregate, there is no litigation or proceeding pending, or to the knowledge of
the Company or the Shareholders threatened, against or relating to the Company,
its properties, or business, nor do the Company or the Shareholders know or have
reasonable grounds to know of any basis for any such action, or of any
governmental investigation relative to the Company, its properties, or business.
(n) Disclosure. No representation or warranty by the Company or the
Shareholders in this agreement nor any statement or certificate furnished or to
be furnished to the Buyer pursuant hereto, or in connection with the
transactions contemplated hereby, contains or will contain any untrue statement
of a material fact, or omits or will omit to state a material fact necessary to
make the statements contained therein not misleading.
(o) Reliance. The foregoing representations and warranties are made by
the Company and the Shareholders with the knowledge and expectation that the
Buyer is placing complete reliance thereon.
4. Access and information. The Company shall give to the Buyer and to
the Buyer's counsel, accountants, engineers, and other representatives full
access, during normal business hours throughout the period prior to the closing,
to all of the Company's properties, books, contracts, commitments, and records,
and shall furnish the Buyer during such period with all such information
concerning the Company's affairs as the Buyer reasonably may request.
5. Conduct of business pending closing. The Company and the
Shareholders covenant that, pending the closing:
(a) The Company's business will be conducted only in the ordinary
course.
(b) No change will be made in the Company's certificate of
incorporation or bylaws, except as may be first approved in writing by the
Buyer.
(c) No change will be made in the Company's authorized or issued
corporate shares.
(d) No dividend or other distribution or payment will be declared or
made in respect of the Company's shares, nor will the company directly or
indirectly redeem, purchase, or otherwise acquire any of such shares.
(e) No increase will be made in the compensation payable or to become
payable by the Company to any officer, employee, or agent, nor will any bonus
payment or arrangement be made by the Company to or with any officer, employee,
or agent thereof.
(f) No contract or commitment will be entered into by or on behalf of
the Company extending beyond May 1, 2001 except normal commitments for the
purchase of raw materials and supplies which in any single case will not
involvement payment by the Company of more than $5,000.
(g) No change will be made affecting the compensation payments or
banking and safe deposit arrangements referred to in subparagraph (m) of
paragraph 3, without the Buyer's prior written approval.
(h) Except as otherwise requested by the Buyer, and without making any
commitment on its behalf, the Company will use its best efforts to preserve its
business organization intact; to keep available to the Buyer the services of its
present officers and employees; and to preserve for the Buyer the goodwill of
the Company's suppliers, customers, and others having business relations with
it.
(i) The Company will duly comply with the laws of New Jersey, and the
laws of the Uniform Commercial Code, and with all such other applicable laws as
may be required for the valid and effective consummation of the sale provided
for in this agreement.
6. Further requirements on closing. At the closing:
(a) Change of name. The Company and its Shareholders shall take all
steps necessary or appropriate to change its name, as of the date of the
closing, unless the Company is liquidated within ninety (90) days from the date
of closing.
7. Conditions precedent. All obligations of the Buyer under this
agreement are subject to the fulfillment, prior to or at the closing, of each of
the following conditions:
(a) Representations and warranties true at closing. The Company's
representations and warranties contained in this agreement shall be true at the
time of closing as though such representations and warranties were made at such
time.
(b) Performance. The Company shall have performed and complied with all
agreements and conditions required by this agreement to be performed or complied
with by them prior to or at the closing.
(c) Officers' certificate. The Company shall have delivered to the
Buyer a certificate of the Company's president and treasurer, dated the closing
date, certifying in such detail as the Buyer may request to the fulfillment of
the conditions specified in subparagraphs (a) and (b) of this paragraph.
8. Buyer's assumption of liabilities. At the closing, the Buyer shall
execute and deliver to the Company an undertaking wherein the Buyer will assume
and agree to pay or discharge the following:
(a) All those liabilities and obligations of the Company as of March
31, 2001 which are reflected or reserved against in the Company's balance sheet
of that date, but only to the extent reflected or reserved against;
(b) All liabilities and obligations of the Company arising in the
ordinary conduct of its business between March 31, 2001 and the closing, except
those referred to in subdivisions (i), (ii), and (iii) of subparagraph (c) of
this paragraph;
(c) All liabilities and obligations of the Company in respect of the
contracts and commitments listed in subparagraph (1) of paragraph 3, and all
other contracts and commitments entered into in the ordinary course of the
Company's business at any time before or after March 31, 2001, and prior to the
closing, except: (i) liabilities or obligations in respect of any contract or
commitment of the character described in subparagraph (l) of paragraph 3, but
not listed therein, though existing at the date of this agreement; (ii)
liabilities or obligations in respect of any contract or commitment entered into
by or on behalf of the Company between the date of this agreement and the
closing which are precluded by the provisions of subparagraph (f) of paragraph
5; (iii) liabilities or obligations arising out of any breach by the Company, at
any time before or after March 31, 2001, and prior to the closing, of any
contract or commitment, unless and to the extent that such liabilities or
obligations are reflected or reserved against in the Company's balance sheet of
March 31, 2001. The Buyer shall not assume or be liable for any liability of the
Company in respect of any profit derived from the sale provide for by this
agreement.
9. Indemnification. The Company shall indemnify and hold harmless the
Buyer against and in respect of:
(a) All liabilities and obligations of, or claims against, the Company
not expressly assumed by the Buyer pursuant to paragraph 8;
(b) Any nonpayment on demand when due, following the closing, of any of
the accounts receivable referred to in subparagraph (k) of paragraph 3;
(c) Any damage or deficiency resulting from any misrepresentation,
breach of warranty, or nonfulfillment of any agreement on the part of the
Company or either Shareholder under this agreement or from any misrepresentation
in or omission from any certificate or other instrument furnished or to be
furnished to the Buyer under this agreement; and
(d) All actions, suits, proceedings, demands, assessments, judgments,
costs, and expenses incident to any of the foregoing.
10. Brokerage. The Company and the Shareholders represent and warrant
that all negotiations relative to this agreement have been carried on by them
directly with the Buyer, without the intervention of any person, and the Company
and the Shareholders shall indemnify the Buyer and hold it harmless against and
in respect of any claim for brokerage or other commissions relative to this
agreement, or to the transactions contemplated hereby, and also in respect of
all expenses of any character incurred by the Company or the Shareholders in
connection with this agreement or such transactions.
11. Survival of representations. All statement contained in any
certificate or other instrument delivered by or on behalf of the Company or the
Shareholders pursuant hereto, or in connection with the transactions
contemplated hereby, shall be deemed representations and warranties by the
Company and the Shareholders hereunder. All representations, warranties, and
agreements made by the Company and the Shareholders in this agreement, or
pursuant hereto, shall be deemed joint and several, except as otherwise
expressly stated, and shall survive the closing and any investigation at any
time made by or on behalf of the Buyer.
12. Benefit. All the terms of this agreement shall be binding upon, and
inure to the benefit of, and be enforceable by, the respective legal
representatives of the Shareholders, and the successors and assigns of the
Company and the Buyer.
13. Construction. This agreement is being delivered and is intended to
be performed in the State of Mississippi, and shall be construed and enforced in
accordance with the laws of the State of Nevada.
16. Notices. All notices, requests, demands, and other communications
hereunder shall be in writing, and shall be deemed to have been duly given if
delivered or mailed, first class postage prepaid, (a) if to the Company at 0
Xxxxx Xxxx Xxxxxx, Xxxxx 0X, Xxxx Xxxxxx, Xxx Xxxxxx 00000, or at such other
address as the Company has furnished to the Buyer in writing, or (b) if to the
Buyer, at 00 Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxxxx 00000.
17. Counterparts. This agreement may be executed simultaneously in
multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this agreement.
/s/ Xxxx X. Xxxxx
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Bio-Solutions International, Inc.
A New Jersey corporation, Seller
/s/ Xxxxx X. Xxxxxx, III, President
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Bio-Solutions International, Inc.
A Nevada corporation, Buyer
