STOCK PURCHASE AGREEMENT
This
STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of the
2nd
day of
June, 2006, by and between Bio Solutions Manufacturing, Inc., a New York
corporation (“Issuer”), and Bio Solutions Franchise Corp. a Florida corporation
(“BSFC”). The Issuer and BSFC shall each sometimes be referred to as a “Party”
and collectively as the “Parties.”
In
consideration of the mutual promises, covenants, and representations contained
herein, and other good and valuable consideration,
THE
PARTIES HERETO AGREE AS FOLLOWS:
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1.
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EXCHANGE
OF SECURITIES.
Subject to the terms and conditions of this agreement, the Issuer
agrees
to issue to BSFC an aggregate of Ten Million (10,000,000) shares
of the
common stock of the Issuer, par value $0.001 per share (the “Issuer
Shares”), in exchange for 100% of the issued and outstanding shares of Bio
Extraction Services, Inc. (“BESI”), such that BESI shall become a
wholly-owned subsidiary of the Issuer.
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2.
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REPRESENTATIONS
AND WARRANTIES OF ISSUER.
Issuer represents and warrants, to the best of their knowledge, to
BSFC
the following:
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i.
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Organization.
Issuer is a corporation duly organized, validly existing, and in
good
standing under the laws of the State of New York, and has all necessary
corporate powers to own properties and carry on its business, and
is duly
qualified to do business and is in good standing in the State of
New York
and the State of Mississippi.
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ii.
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Capital.
The authorized capital stock of Issuer consists of One Hundred Million
(100,000,000) shares of common stock, par value $0.001 per share,
of which
approximately Twenty Five million shares are issued and outstanding
(25,000,000) shares are issued and outstanding, and Ten Million
(10,000,000) shares of preferred stock, par value $0.001 per share,
none
of which are issued or outstanding. All outstanding shares are fully
paid
and non-assessable, and are free of liens, encumbrances, options,
restrictions and legal or equitable rights of others not a party
to this
Agreement.
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iii.
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Financial
Statements.
Exhibit A to this Agreement includes the current balance sheet of
Issuer,
and the related statements of income and retained earnings as of
and for
the fiscal year ended October 31, 2005 (the “Financial Statements”). The
Financial Statements have been prepared in accordance with generally
accepted accounting principles consistently followed by Issuer throughout
the periods indicated, and fairly present the financial position
of Issuer
as of the date of the balance sheet and the Financial Statements,
and the
results of its operations for the periods
indicated.
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iv.
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Absence
of Changes.
Since the date of the Financial Statements, there has not been any
change
in the financial condition or operations of Issuer, except changes
in the
ordinary course of business, which changes have not in the aggregate
been
materially adverse.
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v.
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Ability
to Carry Out Obligations.
Issuer has the right, power, and authority to enter into and perform
its
obligations under this Agreement. The execution and delivery of this
Agreement by Issuer and the performance by Issuer of its obligations
hereunder will not cause, constitute, or conflict with or result
in (a)
any breach or violation or any of the provisions of or constitute
a
default under any license, indenture, mortgage, charter, instrument,
articles of incorporation, bylaw, or other agreement or instrument
to
which Issuer or its shareholders are a party, or by which they may
be
bound, nor will any consents or authorizations of any party other
than
those hereto be required, (b) an event that would cause Issuer to
be
liable to any party, or (c) an event that would result in the creation
or
imposition or any lien, charge or encumbrance on any asset of Issuer
or
upon the securities of Issuer to be acquired by BSFC.
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vi.
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Compliance
with Laws.
Issuer has complied with and is not in violation of any federal,
state, or
local statute, law, and/or regulation pertaining to Issuer. Issuer
has
complied with all federal and state securities laws in connection
with the
issuance, sale and distribution of its securities.
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vii.
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Litigation.
Issuer is not a party to any suit, action, arbitration, or legal,
administrative or other proceeding, or pending governmental investigation.
There is no basis for any such action or proceeding and no such action
or
proceeding is threatened against Issuer and Issuer is not subject
to or in
default with respect to any order, writ, injunction, or decree of
any
federal, state, local, or foreign court, department, agency, or
instrumentality.
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viii.
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Absence
of Certain Changes.
Except as set forth in Exhibit B attached hereto, or as specifically
contemplated in this Agreement, since April 30, 2006, the Issuer
and its
subsidiaries have not:
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(1)
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suffered
any material adverse change in its working capital, financial condition,
assets, liabilities, business, or prospects, or suffered any material
casualty loss (whether or not
insured);
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(2)
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made
any change in business operations or in the manner of conducting
business
inconsistent with past practice;
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(3)
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paid,
discharged or satisfied any claim, lien, encumbrance or liability
other
than in the ordinary course of business and consistent with past
practice;
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(4)
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other
than in the ordinary course of its business, paid, made, or set aside
for
payment any distribution in respect of its shareholders or directly
or
indirectly redeemed, purchased or otherwise acquired any shares of
its
capital stock;
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(5)
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made
any change in any method of accounting or accounting
practice.
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ix.
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Material
Contracts.
All material contracts, agreements, commitments, and instruments
to which
the Issuer and/or any of its subsidiaries are subject and by which
they
are bound are listed in Exhibit C and true and correct copies thereof
have
been provided to BSFC. All such contracts are in full force and effect,
there have been no cancellations thereof, there are no outstanding
disputes there under, and there does not exist any default in any
material
respect, or event, which is a breach in any material respect, of
the terms
of such contract.
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x.
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Tax
Returns. Issuer
and all of its subsidiaries have filed, with appropriate governmental
authorities, all tax and related returns required to be filed, and
such
returns adequately reflect all taxes payable, copies of which shall
be
provided upon the signing of this Agreement.
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xi.
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Title.
The Issuer Shares at Closing will be free and clear of all liens,
security
interests, pledges, charges, claims, encumbrances and restrictions
of any
kind except as imposed under the terms of this Agreement and under
federal
and applicable state securities laws, and all such shares shall bear
the
restrictive legend in Section 3.B.i.(2) below. None of the Issuer
Shares
or BSLM Shares are or will be subject to any voting trust or agreement.
No
person holds or has the right to receive any proxy or similar instrument
with respect to such shares, and, except as provided in this Agreement,
the Issuer is not a party to any agreement that offers or grants
to any
person the right to purchase or acquire any of the Issuer Shares.
There is
no applicable local, state or federal law, rule, regulation, or decree,
that Issuer is currently aware of, which would, as a result of the
issuance of the Issuer Shares to BSFC, impair, restrict or delay
BSFC's
voting rights with respect to the Issuer Shares.
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xii.
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Insurance.
Neither the Issuer nor any of its subsidiaries are insureds under
any
insurance policies.
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xiii.
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Brokers,
Finders.
No agent, broker, investment banker, person, or firm acting on behalf
of
the Issuer or any of its subsidiaries is or will be entitled to any
broker’s or finder’s fee or any other commission or similar fee directly
or indirectly in connection with the transactions contemplated hereby.
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xiv.
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Disclosure.
Neither this Agreement nor any schedule, exhibit, list, certificate
or
other instrument or document delivered to BSFC pursuant to this Agreement
by or on behalf of the Issuer or any of its subsidiaries, contains
any
untrue statement of a material fact or omits to state any material
fact
required to be stated herein or therein to make the statements,
representations or warranties and information contained herein or
therein
not misleading.
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3. REPRESENTATIONS
AND WARRANTIES OF BSFC.
A. BSFC
represents and warrants, to the best of its knowledge, to the Issuer the
following:
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i.
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Organization.
BSFC is a corporation duly organized, validly existing, and in good
standing under the laws of Florida, has all necessary corporate powers
to
own properties and carry on a business, and is duly qualified to
do
business and is in good standing in
Florida.
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ii.
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Litigation.
BSFC is not a party to any suit, action, arbitration, or legal,
administrative, or other proceeding or pending governmental investigation.
To the best knowledge of BSFC, there is no basis for any such action
or
proceeding and no such action or proceeding is threatened against
BSFC and
BSFC is not subject to or in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department, agency, or
instrumentality.
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iv.
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Tax
Returns.
BSFC and all of its subsidiaries have filed, with appropriate governmental
authorities, all tax and related returns required to be filed, and
such
returns adequately reflect all taxes payable. All federal, state,
local,
county, franchise, sales, use, excise, property, and other taxes
payable
have been paid, and no reserves for unpaid taxes have been set up
or are
required.
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v.
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Ability
to Carry Out Obligations.
BSFC has the right, power, and authority to enter into and perform
its
obligations under this Agreement. The execution and delivery of this
Agreement by BSFC and the performance by BSFC of its obligations
hereunder
will not cause, constitute, of conflict with or result in (a) any
breach
or violation or any of the provisions of or constitute a default
under any
license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which BSFC
or
its shareholders are a party, or by which they may be bound, nor
will any
consents or authorizations of any party other than those hereto be
required, (b) an event that would cause BSFC to be liable to any
party, or
(c) an event that would result in the creation or imposition or any
lien,
charge or encumbrance on any asset of BSFC or upon the BSFC
Shares.
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vi
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Material
Contracts.
All material contracts, agreements, commitments, and instruments
to which
BSFC is subject and by which it is bound are in full force and effect,
there have been no cancellations thereof, there are no outstanding
disputes there under, and there does not exist any default in any
material
respect or event, which is a breach in any material respect of the
terms
of such contract, commitments and instruments.
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vii
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Brokers,
Finders.
No agent, broker, investment banker, person, or firm acting on behalf
BSFC
is or will be entitled to any broker’s or finder’s fee or any other
commission or similar fee directly or indirectly in connection with
the
transactions contemplated hereby.
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B. BSFC
represents and warrants, to the best of its knowledge, to the Issuer the
following:
i.
Securities
Law Matters.
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BSFC
is acquiring the Issuer Shares for their own account for investment
only
and not with a view towards, or in connection with, the public sale
or
distribution thereof, except pursuant to sales registered, or exempt
from
registration, under the Securities Act of 1933 (the “1933 Act”) and
applicable state securities laws. BSFC shall offer, sell, pledge,
hypothecate or otherwise transfer the Issuer Shares except pursuant
to
registration under the 1933 Act and applicable state securities laws
or an
exemption from registration under the 1933 Act and any applicable
state
securities laws. BSFC (i) has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits
and risks
of an investment in the Issuer and (ii) is aware that an investment
in the
Issuer Shares involves a high degree of risk and that they may be
required
to bear such risk for an indefinite period of time, and that they
are able
to bear such risk. BSFC understands that the Issuer Shares are being
offered and exchanged in reliance on specific exemptions from the
registration requirements of federal and applicable state securities
laws,
and that the Issuer is relying upon the truth and accuracy of, and
BSFC’s
compliance with, their representations, warranties and agreements
herein
in order to determine the availability of such exemptions and the
eligibility of BSFC to acquire the Issuer Shares. BSFC has been (i)
furnished with all materials relating to the business, finances and
operations of the Issuer and the offer and exchange of the Issuer
Shares
that they have requested and (ii) afforded the opportunity to ask
all
questions of the Issuer as they have in their discretion deemed advisable.
BSFC has sought such accounting, legal and tax advice, as they have
considered necessary to make an informed investment decision with
respect
to their acquisition of the Issuer
Shares.
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(2)
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BSFC
understands that the stock certificates and documents representing
the
Issuer Shares will bear a restrictive legend in substantially the
following form:
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THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY,
THE “LAWS”). THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT
FOR
THE SECURITIES UNDER THE LAWS OR (II) AN OPINION OF COUNSEL PROVIDED TO THE
ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO
THE
EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS.
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ii
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Title.
The BSFC Shares will be, at Closing, free and clear of all liens,
security
interests, pledges, charges, claims, encumbrances and restrictions
of any
kind except as imposed under federal and applicable state securities
laws,
and all such shares shall bear an appropriate restrictive legend.
None of
the BSFC Shares are or will be subject to any voting trust or agreement.
No person holds or has the right to receive any proxy or similar
instrument with respect to such shares and BSFC is not a party to
any
agreement that offers or grants to any person the right to purchase
or
acquire any of the BSFC Shares. There is no applicable local, state
or
federal law, rule, regulation, or decree which would, as a result
of the
delivery of the BSFC Shares to the Issuer, impair, restrict or delay
Issuer’s voting rights with respect to the BSFC
Shares.
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5.
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DATE
AND TIME OF CLOSING.
The closing of the transactions described herein (the “Closing”), shall
take place at the offices of BSFC on June 1, 2006, or at such other
place,
date and time as the Parties may agree in writing (the “Closing Date”).
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6. DOCUMENTS
TO BE DELIVERED AT CLOSING.
i.
By
the Issuer.
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Board
of Directors Minutes authorizing the issuance of the Issuer Shares
in the
name of BSFC.
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(2)
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Delivery
to BSFC of the Ten Million BSLM Shares in the name of BSFC.
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(3) A
copy of
this Agreement signed by authorized officer(s) of BSLM.
ii.
By
BSFC.
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(1)
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Delivery
to the Issuer of certificates representing the BESI Shares, together
with
validly executed stock powers containing applicable Medallion signature
guarantees.
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A
copy of this Agreement signed by
BSFC.
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7.
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REMEDIES.
Any controversy or claim arising out of, or relating to, this Agreement,
or the making, performance, or interpretation thereof, shall be settled
by
arbitration in Hattiesburg, Mississippi in accordance with the Rules
of
the American Arbitration Association then existing, and judgment
on the
arbitration award may be entered in any court having jurisdiction
over the
subject matter of the controversy. The rules of discovery for the
arbitration shall be determined by the Parties or by the arbitrator
if the
Parties cannot agree.
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8. INDEMNIFICATION.
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i.
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Indemnification
by the Issuer.
The Issuer shall indemnify, hold harmless, and reimburse BSFC and
its
shareholders, officers and directors from and against any and all
claims,
losses, damages, liabilities, diminution of value and costs and related
expenses (including without limitation, settlement costs and any
legal or
other fees or expenses for investigating or defending any actions
or
threatened actions), whether or not involving a third party claim,
reasonably incurred by BSFC in connection with any of the
following:
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any
misrepresentation or breach of any warranty made by the Issuer or
any of
its subsidiaries under this Agreement as to which a notice is given
under
paragraph iii. Below within the time period specified in Section
9.ix.
below; and
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the
non-fulfillment or breach of any covenant, agreement, or obligation
of the
Issuer or any of its subsidiaries contained in or contemplated by
this
Agreement that occurs prior to the
Closing.
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ii.
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Indemnification
by BSFC.
BSFC shall
indemnify, hold harmless, and reimburse the Issuer from and against
any
and all claims, losses, damages, liabilities, diminution of value
and
costs and related expenses (including without limitation, settlement
costs
and any legal or other fees or expenses for investigating or defending
any
actions or threatened actions), whether or not involving a third
party
claim, reasonably incurred by the Issuer in connection with any of
the
following:
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(1)
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any
misrepresentation or breach of any warranty made by BSFC under this
Agreement as to which a notice is given under paragraph iii. below
within
the time period specified in Section 9.vii. below;
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(2)
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the
non-fulfillment or breach of any covenant, agreement, or obligation
of
BSFC or the BSFC Shareholders contained in or contemplated by this
Agreement; and
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(3)
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any
obligation related to or arising from the business of BSFC either
before
or after the Closing.
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iii.
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Procedure
for Indemnity.
The indemnified parties shall promptly notify the Indemnifying party
of
any claim, demand, action or proceeding (collectively, a “Claim”) for
which indemnification will be sought under this Section 8,
and if such Claim is a third party Claim, the indemnifying party
will have
the right, at its expense, to assume the defense thereof using counsel
reasonably acceptable to the indemnified party. The indemnified party
shall have the right to participate, at its own expense, with respect
to
any such third party Claim. In connection with any such third party
Claim,
the parties hereto shall cooperate with each other and provide each
other
with access to relevant books and records in their possession. No
such
third party Claim shall be settled without the prior written consent
of
the indemnified party, which consent shall not be unreasonably withheld.
If a firm written offer is made to settle any such third party Claim
and
the indemnifying party proposes to accept such settlement and the
indemnified party refuses to consent to such settlement, then: (i)
the
indemnifying party shall be solely responsible for, all further defense
of
such third party Claim; and (ii) the maximum liability of the indemnifying
party relating to such third party Claim shall be the amount of the
proposed settlement if the amount thereafter recovered from the
indemnified party on such third party Claim is greater than the amount
of
the proposed settlement.
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9. MISCELLANEOUS.
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i.
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Captions
and Headings.
The Article and Section headings throughout this Agreement are for
convenience and reference only, and shall in no way be deemed to
define,
limit, or add to the meaning of any provision of this
Agreement.
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ii.
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No
Oral Changes.
This Agreement and any provision hereof may not be changed, modified,
or
discharged orally, but only by an agreement in writing signed by
the Party
against whom enforcement of any change, modification, or discharge
is
sought.
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iii.
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Non-Waiver.
No waiver of any covenant, condition, or provision of this Agreement
shall
be deemed to have been made unless expressly in writing and signed
by the
Party against whom such waiver is charged; and (i) the failure of
any
Party to insist in any one or more cases upon the performance of
any of
the provisions, covenants, or conditions of this Agreement or to
exercise
any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants,
or
conditions, (ii) the acceptance of performance of anything required
by
this Agreement to be performed with knowledge of the breach or failure
of
a covenant, condition, or provision hereof shall not be deemed a
waiver of
such breach or failure, and (iii) no waiver by any Party of one breach
by
another Party shall be construed as a waiver with respect to any
other or
subsequent breach.
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iv.
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Time
of Essence.
Time is of the essence for this Agreement and of each and every provision
hereof.
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| v. |
Entire
Agreement.
This Agreement, with exhibits, contains the entire Agreement and
understanding between the Parties hereto, and supersedes all prior
agreements and understandings whether oral or in
writing.
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vi.
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Counterparts.
This Agreement may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together
shall
constitute one and the same
instrument.
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vii.
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Notices.
All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly
given
on the date of service if served personally on the Party to whom
notice is
to be given, or on the third day after mailing if mailed to the Party
to
whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as
follows:
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Issuer: Bio
Solutions Franchise Corp.
0000
Xxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
0000
Xxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
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viii.
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Attorney’s
Fees.
Except as otherwise provided herein, if a dispute should arise between
the
Parties including, but not limited to, arbitration, the prevailing
Party
shall be reimbursed by the non-prevailing Party for all reasonable
expenses incurred in resolving such dispute, including reasonable
attorneys' fees, exclusive of such amount of attorneys' fees as shall
be a
premium for result or for risk of loss under a contingency fee
arrangement.
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ix.
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Survival
of Representations.
The representations and warranties given hereunder shall survive
for a
period of one (1) year following the Closing Date.
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x.
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Governing
Law.
It is the intention of the Parties that the law of the State of
Mississippi should govern the validity of this Agreement, the construction
of its terms and the interpretation of the rights and duties of the
Parties, without regard to the conflict of laws rules
thereof.
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xi.
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Successors
and Assigns.
This Agreement shall be binding upon the Parties, and their heirs,
legal
representatives, successors and
assigns.
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xii.
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Authority
of Corporate Signatories.
Each individual signing on behalf of a Party, not a natural person,
that
is an entity has the authority to execute this Agreement on behalf
of such
person.
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xiii.
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No
Interpretation Against Drafter.
This Agreement has been negotiated at arms’- length between persons
sophisticated and knowledgeable in these types of matters. Accordingly,
any normal rules of construction that would require a court to resolve
matters of ambiguities against the drafting party is hereby waived
and
shall not apply in interpreting this
Agreement.
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xiv.
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Costs
and Expenses.
Except as provided in Sections 2.v., 2.viii., 7 and 8 above, all
expenses
(including attorney’s and accountant’s fees) incurred by any Party in
connection with (i) the preparation and negotiation of this Agreement
and
the other agreements and documents referred to herein and (ii) the
consummation of the transactions referred to herein or therein (whether
occurring prior to or after the Closing), shall be borne by the Party
who
incurred them.
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IN
WITNESS WHEREOF,
the
undersigned have duly executed this Agreement on the date first written
above.
BIO
SOLUTIONS FRANCHISE CORP.
By:
N.
Xxxxx
Xxxx, President
By:
Xxxxx
Xxxxxxx, President
1
EXHIBIT
A
Issuer’s
Financial Statements as of June 30, 2004.
