SETTLEMENT AGREEMENT AND GENERAL
RELEASE
THIS
SETTLEMENT AGREEMENT AND GENERAL RELEASE
(“ Agreement ”)
is made and entered into as of April 30, 2009, by and among Pamela
Becker, an individual (“ Becker ”), Arnold F.
Sock, an individual ( “Sock” ), Sid Rosenblatt,
an individual ( “Rosenblatt” ) and Kaplan,
Kenegos & Kadin ( “Kaplan” , together with
Sock, Rosenblatt and Becker, the “Becker Parties”
and each individually a “Becker Party” ) and Bio
Solutions Manufacturing, Inc., a Nevada corporation (the “
Company ”). Becker, Sock, Rosenblatt
Kaplan, and the Company are collectively referred to as the “
Parties ”.
RECITALS
WHEREAS , on or about November 27, 2007, Martin Becker
and Sock (collectively, the “ Claimants ”)
commenced an action against the Company in the Superior Court of
California for the County of Los Angeles, Case No. BC381299 (the
“ Action ”);
WHEREAS, Martin Becker died on December 14, 2008, and on
March 31, 2009 the parties stipulated to allow Pamela Becker, as
Martin Becker’s successor in interest to be substituted as a
Claimant and the Superior Court of California approved the
stipulation and Pamela Becker was substituted into the Action
in lieu of Martin Becker;
WHEREAS , in order to avoid any further costs, burdens,
or distractions, and uncertainties of litigation, the Parties now
desire, and through the execution of this Agreement, intend to
dispose of and resolve fully and completely any and all disputes,
claims, issues and differences between them, including, but not
limited to , any and all actual or implied claims, demands or
causes of action asserted by the Parties or which could have been
asserted by or against the Parties in any action or proceeding in
any legal, administrative or other forum whatsoever.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as
follows:
Section 1.
Consideration . The Parties shall
exchange the following consideration:
1.1
Delivery of Shares . Within 5 business
days after execution of this Agreement, the Company will issue and
deliver to the Becker Parties certificates representing 92,000
shares (the “ Shares ”) of the Company’s
Series B Preferred Stock, which shares are convertible into shares
of the Company’s common stock (the “Common
Stock” ). The Shares shall be issued and
delivered as follows: 23,000 to Becker, 23,000 to Sock, 23,000 to
Rosenblatt and 23,000 to Kaplan
1.2
Dismissal . Concurrently herewith, the
Claimants shall file with the Los Angeles Superior Court a
Dismissal with Prejudice with respect to the Action, with the Court
reserving jurisdiction to enforce this Settlement Agreement and
will deliver a copy of the same to the Company.
1.3
Rule 144 Opinions . If any shares of the
Common Stock deliverable under this Agreement upon conversion of
the Series B Preferred Stock (the “Conversion
Shares” ), or otherwise held by a Becker Party may be
resold in the absence of an effective registration thereof under
the Securities Act of 1933, as amended, pursuant to Rule 144, then
upon the request by a a Becker Party and the delivery by the Becker
Party of standard and customary forms and certifications, the
Company shall deliver, at no cost to any Becker Party, an opinion
of the Company’s counsel to that effect, acceptable to the
Company’s transfer agent within five (5) business days of
receipt of such request.
Section 2.
Termination of Agreement . All rights,
duties and obligations of the Parties, if any, under that certain
Reorganization and Stock Purchase Agreement by and between Becker,
Sock and the Company dated on or about February 1, 2004 and any
documents related thereto (the “Reorganization
Agreement” ) shall be immediately
terminated upon execution of this Agreement.
Section 3.
Claimants’ Representations and Warranties .
To induce the Company to enter into this Agreement,
the Becker Parties represent and warrant the following to the
Company:
3.1
Existence and Power Each Becker Party has
adequate authority, power, and legal right to enter into, execute,
deliver, and perform the terms of this Agreement and to consummate
the transactions contemplated thereby. The Agreement,
upon its execution and delivery, will constitute a valid, legal,
and binding obligation of each Becker Party, enforceable in
accordance with its terms, subject only to applicable bankruptcy,
insolvency or similar laws generally affecting the enforcement of
creditor’s rights.
3.2
Information on the Becker Parties . Each
Becker Party is, and will be at the time of any conversion of the
Series B Preferred Stock, experienced in investments and business
matters, has made investments of a speculative nature and has
purchased securities of United States publicly-owned companies in
the past and, with its representatives, has such knowledge and
experience in financial, tax and other business matters as to
enable such Becker Party to utilize the information made available
by the Company to evaluate the merits and risks of and to make an
informed investment decision with respect to the proposed
acceptance of the Company’s Series B Preferred Stock, which
represents a speculative investment. Each Becker Party
has the authority and is duly and legally qualified to receive and
own the Shares, and the Conversion Shares (collectively, the
“Securities” ). Each Becker Party is
able to bear the risk of such investment for an indefinite period
and to afford a complete loss thereof.
3.3
Receipt of Shares . Each Becker Party has
acquired the Shares as principal for its own account for investment
only and not with a view toward, or for resale in connection with,
the public sale or any distribution thereof.
3.4
Compliance with Securities Act . Each
Becker Party understands and agrees that the Securities have not
been registered under the Securities Act of 1933, as amended or any
applicable state securities laws, by reason of their issuance in a
transaction that does not require registration under the Securities
Act of 1933, as amended (based in part on the accuracy of the
representations and warranties of each Becker Party contained
herein), and that such Securities must be held indefinitely unless
a subsequent disposition is registered under the Securities Act of
1933, as amended or any applicable state securities laws or is
exempt from such registration.
3.5
Legend . The Shares and the Conversion
Shares shall bear the following or similar legend:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.”
3.6
Communication of Offer . The offer to
issue the Securities was directly communicated to each Becker Party
by the Company. At no time was any Becker Party
presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement, or any other form of
general advertising or solicited or invited to attend a promotional
meeting otherwise than in connection and concurrently with such
communicated offer.
3.7
Restricted Securities . Each Becker
Party understands that the Securities have not been registered
under the Securities Act of 1933, as amended, and no Becker Party
will sell, offer to sell, assign, pledge, hypothecate or otherwise
transfer any of the Securities unless pursuant to an effective
registration statement under the Securities Act of 1933, as
amended, or pursuant to a valid exemption from
registration.
3.8
No Governmental Review . Each Becker Party
understands that no United States federal or state agency or any
other governmental or state agency has passed on or made
recommendations or endorsement of the Securities or the suitability
of the investment in the Securities, nor have such authorities
passed upon or endorsed the merits of the offering of the
Securities.
Section 4.
Release, Termination, and Waiver .
4.1 The
Becker Parties on behalf of themselves and each of their respective
agents, attorneys, insurers, heirs, assigns, beneficiaries,
executors, trustees, conservators, representatives,
predecessors-in-interest, successors-in-interest, and whomsoever
may claim by, under or through them, and all persons acting by,
through, under or in concert with any of them (the “
Becker Releasing Parties ”) hereby irrevocably and
unconditionally forever release, remise, acquit and discharge the
Company, and its present, former or future agents, representatives,
employees, independent contractors, directors, shareholders,
officers, attorneys, insurers, subsidiaries, divisions, parents,
assigns, affiliates, predecessors and successors (collectively, the
“ Becker Released Parties ”) from and against
any and all debts, obligations, losses, costs, promises, covenants,
agreements, contracts, endorsements, bonds, controversies, suits,
actions, causes of action, misrepresentations, defamatory
statements, tortuous conduct, acts or omissions, rights,
obligations, liabilities, judgments, damages, expenses, claims,
counterclaims, cross-claims, or demands, in law or equity, asserted
or unasserted, express or implied, foreseen or unforeseen, real or
imaginary, alleged or actual, suspected or unsuspected, known or
unknown, liquidated or non-liquidated, of any kind or nature or
description whatsoever, arising from the beginning of the world
through the date of this Agreement which each of the Becker
Releasing Parties ever had, presently have, may have, or claim or
assert to have, or hereafter have, may have, or claim or assert to
have, against any of the Becker Released Parties (the “
Becker Released Claims ”). This release
shall not affect the rights of the Becker Partie
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