Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the
“Agreement”) is entered into and is effective on this
16 th day of June 2009 by and between JB Clothing
Corporation, a Nevada corporation with principal address at 47
Fountainhead Circle, Henderson, Nevada 89052 (the
“Buyer”), and Bio-Matrix Scientific Group, Inc., a
Delaware corporation with principal address at 8885 Rehco Road, San
Diego, California 92121 (the “Seller”). As
used in this Agreement, the term, “Parties” shall refer
to the Buyer and the Seller jointly.
WHEREAS:
A. Seller
desires to sell and transfer to Buyer, all of the outstanding
common stock of Entest Biomedical, Inc., a California corporation
(the “Subsidiary Stock”) for a total purchase price of
Ten Million (10,000,000) shares of the common stock of Buyer (the
“Purchase Price”).
B. The
Buyer desires to purchase the Subsidiary Stock for the Purchase
Price.
C. The
Parties have completed their negotiations and subject to the terms
and conditions set forth herein, hereby enter into this
Agreement.
THERFORE, IT IS AGREED AS
FOLLOWS:
1. DEFINITIONS
“Affiliate” means, with respect to any specified Person, a
Person that directly or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common
control with, the Person specified.
“Stockholder” means Rick Plote.
“Shares to be Cancelled”
means the cancellation of Ten Million
(10,000,000) shares of the common stock of Buyer issued to, owned
by, and registered in the name of Rick Plote.
“Entest” means Entest Biomedical, Inc., a California
corporation
“Liability” means any liability (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent,
whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due), including any liability for
Taxes.
“Contract” means any contract, lease, commitment,
understanding, sales order, purchase order, agreement, indenture,
mortgage, note, bond, right, warrant, instrument, plan, permit or
license, whether written or oral, which is intended or purports to
be binding and enforceable.
“Person” means an individual, a partnership, a
corporation, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, or a governmental
entity (or any department, agency, or political subdivision
thereof).
“Purchase Price”
means Ten Million (10,000,000) shares
of the Stock of Buyer as issued by Buyer to Seller with each stock
certificate representing said shares to contain a restricted
securities legend in accordance with the Securities Act.
“
Shares ” means all of the outstanding shares of the
common stock of Entest owned and held by the Seller with each stock
certificate representing the Shares to contain a restricted
securities legend in accordance with the Securities Act.
“Permitted Liabilities”
means Liabilities owed to trade
creditors, to governmental entities for payroll and personal
property taxes and other like Liabilities incurred in the Ordinary
Course of Business not in excess of One Thousand Dollars
($1,000).
“Material Adverse Effect”
shall mean any circumstances,
developments or matters whose effect on the Business any of the
Buyer, properties, assets, results, operations, conditions
(financial and other) and prospects, either alone or in the
aggregate, is or would reasonably be expected to be materially
adverse.
“Environmental Laws” mean all federal, state,
provincial, local and foreign statutes, regulations, ordinances and
other provisions having the force or effect of law, all judicial
and administrative orders and determinations, all contractual
obligations and all common law concerning public health and safety,
worker health and safety, and pollution or protection of the
environment including, without limitation, all those relating to
the presence, use, production, generation, handling,
transportation, treatment, storage, disposal, distribution,
labeling, testing, processing, discharge, release, threatened
release, control, or cleanup of any Hazardous Substances, materials
or wastes, chemical substances or mixtures, pesticides, pollutants,
contaminants, toxic chemicals, petroleum products or byproducts,
asbestos, polychlorinated biphenyls, noise or radiation, each as
amended and as now or hereafter in effect, including (but not
limited to) the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, as amended, the Resource Conservation
and Recovery Act of 1976, as amended, the Toxic Substances Control
Act of 1976, as amended, the Federal Water Pollution Control Act
Amendments of 1972, the Clean Water Act of 1977, as amended, and
the Waste Management Act, R.S.B.C. 1996 c. 482; Canadian
Environmental Protection Act, 1999; S.C. 1999, c. 33 and any
regulations thereto, each as amended, any so-called
“Superlien” law, and any other similar federal, state,
provincial or local statutes.
“Employee” means each employee and leased employee
regardless of whether the term is initially capitalized.
“Employee Benefit Plan”
means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified
defined contribution retirement plan or arrangement which is an
Employee Pension Benefit Plan, (c) qualified defined benefit
retirement plan or arrangement which is an Employee Pension Benefit
Plan (including any Multiemployer Plan), or (d) Employee Welfare
Benefit Plan or material fringe benefit or other retirement, bonus,
or incentive plan or program.
“Employee Pension Benefit
Plan” has the
meaning set forth in ERISA §3(2).
“Employee Welfare Benefit
Plan” has the
meaning set forth in ERISA §3(1).
“Tax” means any federal, state, local, or foreign
income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits,
environmental , customs duties, capital stock, franchise, profits,
withholding, social security (or similar), unemployment,
disability, real property, personal property, sales, use, transfer,
registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any
interest, penalty, or addition thereto, whether disputed or
not.
“Tax Return” means any return, declaration, report, claim for
refund, or information return or statement relating to Taxes,
including any schedule or attachment thereto, and including any
amendment thereof.
2. ESCROW. On or before June 16,
2009 , each of the Parties shall execute and deliver an
executed copy of the Escrow Agreement to the Escrow Agent and
perform all of the duties set forth in the Escrow Agreement
attached hereto as Exhibit A.
3. SHARES TO BE CANCELLED. On or
before June 19, 2009 , Stockholder shall deliver to the
Escrow Agent, one or more stock certificates representing the
Shares to be Cancelled with instructions authorizing and
instructing the Escrow Agent to deliver the Shares to be Cancelled
to the Company’s stock transfer agent so that the same may be
returned and cancelled.
4. THE CLOSING. The closing of this
Transaction (the “Closing”) shall take place at the
offices of Law Offices of Joseph Pittera commencing at 10:00 a.m.
Pacific Time three (3) business day following the
satisfaction or waiver of all conditions to the obligations of the
parties to consummate this Transaction (other than conditions with
respect to actions the respective parties will take at the Closing
itself) or such other date as the parties may mutually determine
(the “Closing Date”). It is the intent of the parties
that the Buyer shall assume control of Entest immediately after the
Closing.
5. REPRESENTATIONS OF THE
SELLER.
(a) Authorization of Transaction. The
Seller has full power and authority to execute and deliver this
Agreement and to perform his obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of the Seller,
enforceable in accordance with its terms and conditions. The Seller
need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or
governmental agency in order to consummate this
Transaction.
(b) Brokers’ Fees. Neither the
Seller nor Entest has any Liability or obligation to pay any fees
or commissions to any broker, finder, or agent with respect to this
Transaction for which the Buyer could become liable or
obligated.
(c) Shares. The Seller holds of
record and owns beneficially all of the Shares, free and clear of
any restrictions on transfer (other than any restrictions under the
Securities Act and state securities Laws), Taxes, Liens, options,
warrants, purchase rights, Contracts, commitments, equities,
claims, and demands. The Seller is not a party to any option,
warrant, purchase right, or other Contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any
Shares (other than this Agreement). The Seller is not a party to
any voting trust, proxy, or other agreement or understanding with
respect to the voting of any Shares.
(d) Entest is a corporation duly
organized, valid and existing under the Laws of California. Entest
is duly authorized to conduct business and is in good standing
under the Laws of each jurisdiction except where the failure to be
so qualified would not have a Material Adverse Effect on Entest.
Entest has full corporate power and authority and all licenses,
Permits, and authorizations necessary to carry on the Business in
which it is engaged and to own and use the properties owned and
used by it. Entest is not in default under or in violation of any
provision of its articles of incorporation or bylaws.
(e) The entire authorized capital
stock of Entest consists of 100,000,000 shares of common stock,
$0.00001 par value, of which 1,500 shares are issued and
outstanding and no shares are unissued. All of the issued and
outstanding Shares of Entest have been duly authorized, are validly
issued, fully paid, and nonassessable, and are held of record by
the Seller. There are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights,
exchange rights, or other Contracts or commitments that could
require Entest to issue, sell, or otherwise cause to become
outstanding any of the Shares of Entest. There are no outstanding
or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to the Shares of
Entest. There are no voting trusts, proxies, or other agreements or
understandings with respect to the voting of the Shares of
Entest.
(f) The assignments, endorsements,
stock powers and other instruments of transfer delivered by the
Seller to the Buyer at the Closing will be sufficient to transfer
the Seller’s entire interest, legal and beneficial, in the
Shares and, after such transfer, the Buyer shall own all of the
Shares. The Seller has full power and authority (including full
corporate power and authority) to convey good and marketable title
to all of the Shares, and upon transfer to the Buyer of the
certificates representing such Shares, the Buyer will receive good
and marketable title to such Shares, free and clear of all
Liens.
(g) Noncontravention. Neither the
execution and the delivery of this Agreement, nor the consummation
of this Transaction will (i) violate any constitution, Law,
regulation, rule, injunction, judgment, order, decree, ruling,
charge, or other restriction of any government, governmental
agency, or court to which Entest is subject or any
provision of the articles of incorporation or bylaws
of Entest, or (ii) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create
in any party the right to accelerate, terminate, modify, or cancel,
or require any notice under any Contract, lease, license,
instrument, or other arrangement to which Entest is a
party or by which it is bound or to which any of its assets is
subject (or result in the imposition of any Lien upon any of its
assets).
6. REPRESENTATIONS OF THE
BUYER.
(a) Organization of the Buyer and
Capital Stock. The Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Nevada and legally authorized to do business in the states in which
it conducts business. The Buyer is not in default under or in
violation of any provision of its articles of incorporation or
bylaws. The capital stock of Buyer is and will be at Closing as
follows (except for the Ten Million Shares issued to Seller in
payment of the Purchase Price): Buyer has 70,000,000 shares of its
Common Stock outstanding (par value $0.001) of which 14,000,000
shares are issued and outstanding and 5,000,000 shares of its
Preferred Stock (par value $0.001) are authorized of which no
Preferred Shares are issued and outstanding. Buyer’s
stockholders have not approved or ratified any amendment to
Buyer’s Certificate of incorporation or Bylaws. Buyer has not
entered into any agreement, commitment, or under
