Agreement by and between Bio-Matrix Scientific Group, Inc. and BMXP Holdings, Inc.Other Agreements |
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Exhibit 10
Agreement by and between Bio-Matrix Scientific Group, Inc. and BMXP Holdings, Inc.
WHEREAS Bio-Matrix Scientific Group, Inc. (“Debtor”), a Delaware corporation whose address is 8885 Rehco Road, San Diego, CA 92121 is currently indebted to BMXP Holdings, Inc. (“Creditor”) in the amount of $1,191,619 plus any accrued and unpaid interest. Creditor and Debtor may be collectively referred to as the “Parties”.
IT IS AGREED AS FOLLOWS:
1. On or prior to October 12, 2006, Debtor shall issue to Creditor 1,462,570 common shares of the Debtor (“BMSM Shares”), such issuance to constitute full satisfaction of the amount of $1,191,619 plus any accrued and unpaid interest, due to Creditor from Debtor.
2. Creditor acknowledges that the BMSM Shares to be issued pursuant to this Agreement are Restricted Securities, as that term is defined in Rule 144 (a) 3, promulgated under the Securities Act of 1933, as amended, and agrees that the BMSM Shares shall bear the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REQUIREMENTS.
3. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:
"Act" means the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.
“Registerable Securities” means the BMSM Shares plus ten million of the common shares of the Debtor beneficially owned by the Creditor as of the date of this Agreement
“Registration Statement" means a registration statement of the Debtor on an appropriate form under the Act with respect to the Registerable Securities, all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.
“BMXP Record Shareholders” means beneficial owners of the common shares of the Creditor as of a date to be determined by the Creditor (“Record Date”)
