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BIO SOLUTIONS MANUFACTURING, INC.
STOCK PURCHASE AGREEMENT (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 & Carney, P.C., 1900 Main Street, Suite 125, Irvine, California 92614, 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 ”).
- 2 - 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.
- 3 - 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 dispos |
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