EXHIBIT 2.2
AGREEMENT TO PURCHASE SUBSIDIARIES
AND CANCEL SHARES
This Agreement is entered into as of this 23rd day of November, 2005, by
and among Xxxx Xxxxxxxx ("Xxxxxxxx"), Xxxxxxxxx Xxxxxxxx ("Xxxxxxxxx"), Xxxxx
Xxxxxxxx ("Xxxxxxxx," and, together with Xxxxxxxx and Xxxxxxxxx, the "Management
Shareholders") and the undersigned shareholders and debt holders (together with
the Management Shareholders, the "Securities Holders") and Biostem, Inc., a
Nevada corporation, formerly known as National Parking Systems, Inc. (the
"Company").
WHEREAS, the Management Shareholders are the principal officers and
directors of the Company.
WHEREAS, the Company has identified and is in negotiations to acquire a
corporation in the stem cell business, and has elected to discontinue its
parking related businesses;
WHEREAS, the Securities Holders have agreed that they would all cancel
certain of their shares of the Company, in exchange for the transfer to them of
all of the shares of the two operating subsidiaries of the Company, to be
effective on the day following the closing of a merger of the stem cell company
with and into a new acquisition subsidiary of the Company (the "Merger").
NOW THEREFORE, the parties intending to be legally bound, hereby agree as
follows:
1. Immediately prior to the effective date of the Merger, the
Management Shareholders shall take such action as is necessary and
required to cause all of the shares of BH Holding Company, Inc., a
Nevada corporation ("BH") and ABS Holding Company, Inc., a Nevada
corporation ("ABS") to be transferred to the Securities Holders, which
transfer shall be effective as of the effective date of the Merger, or
as soon thereafter as possible. The common stock of BH and ABS shall
be split such that the total number of shares outstanding of each of
ABS and BH shall be 40,250,000 shares of common stock, and no shares
of preferred stock. Each of the Securities Holders that now own common
stock of the Company shall receive one share of the common stock of
each of ABS and BH for each four shares of the Company's common stock
that such Securities Holder owns as of the effective date of the
Merger. Immediately after the transfer of the ABS and BH shares to the
Securities Holders, each of the Securities Holders shall cancel and
deliver to the Company the number of shares set forth next to their
names on Exhibit A, and shall receive the number of shares of BH and
ABS set forth next to their names on Exhibit A.
2. Hyde Investments, Ltd., shall release the Company from all
obligations under its Senior Secured Convertible Debenture and the
related security agreement, effective as of the effective date of the
Merger, and, in exchange, each of BH and ABS shall execute an
identical Debenture, in each case equal to fifty percent (50%) of the
total outstanding balance of the Debenture on the effective date of
the Merger.
3. Each of the undersigned holders of junior convertible debt of ABS
and BH shall release the Company from all liability and claims under
their junior convertible debenture, and such debenture shall be
terminated as of the effective date of the Merger. In exchange, each
of ABS and BH shall execute an identical junior convertible debenture
for fifty percent (50%) of the outstanding balance of such junior
convertible debenture as of the effective date of the Merger.
Each of the parties hereto shall take such action as is necessary to accomplish
the transactions contemplated herein, and use their best efforts to obtain any
consent, approval or other document, certificate or permission that is necessary
to complete all the transactions set forth herein.
IN WITNESS WHEREOF, each of the parties have caused this Agreement to be
executed all as of the day and year first above written.
THE MORPHEUS TRUST:
/s/ Xxxx Xxxxxxxx
-------------------------
Xxxx Xxxxxxxx By: /s/ X. Xxxxxxxx
----------------------------
Name: X. Xxxxxxxx
Title: Trustee
/s/ Xxxxxxxxx Xxxxxxxx
------------------------- XXXXXXXXXX INVESTMENTS, LTD.:
Xxxxxxxxx Xxxxxxxx
By: /s/ X. Xxxxx
/s/ Xxxxx Xxxxxxxx ----------------------------
------------------------- Name: X. Xxxxx
Xxxxx Xxxxxxxx Title: Managing Director
HYDE INVESTMENTS, LTD.: XXXXXX PARTNERS, LLC
By: /s/ X. Xxxxx By: /s/ X. Xxxxx
---------------------- ----------------------------
Name: X. Xxxxx Name: X. Xxxxx
Title: Managing Director Title: Managing Member
THE GATEWAY REAL ESTATE PICASSO, LLC
INVESTMENT TRUST:
By: /s/ X. Xxxxxx By: /s/ X. Xxxxx
---------------------- ----------------------------
Name: X. Xxxxxx Name: X. Xxxxx
Title: Trustee Title: Managing Member
Exhibit A
Biostem Shares of Shares of
Shareholder Shares to ABS to be BH to be
be cancelled Issued Issued
Xxxx Xxxxxxxx 122,000,000 30,500,000 30,500,000
Xxxxxxxxx Xxxxxxxx 4,000,000 1,000,000 1,000,000
Xxxxx X. Xxxxxxxx 4,000,000 1,000,000 1,000,000
Xxxxx Xxxxxxxx, as trustee of 5,460,018 1,550,000 1,550,000
The Morpheus Trust dated 10/1/03
Xxxxxxxxxx Investments, Ltd. 6,200,000 1,550,000 1,550,000
Adele Ruger, as trustee of 5,090,026 1,550,000 1,550,000
The Gateway Real Estate
Investment Trust
Xxxxxx Partners, LLC 6,200,000 1,550,000 1,550,000
Picasso, LLC 6,200,000 1,550,000 1,550,000
TOTALS: 159,150,044 40,250,000 40,250,000
