Exhibit
10.2
STOCK CANCELLATION
AGREEMENT
THIS STOCK CANCELLATION 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”), Bio-Matrix Scientific Group, Inc.,
a Delaware corporation with principal address at 8885 Rehco Road,
San Diego, California 92121 (the
“Seller”) and Rick Plote, a stockholder of the Buyer
with principal address at 47 Fountainhead Circle, Henderson, Nevada
89052 (“Stockholder”). As used in this Agreement, the
term, “Parties” shall refer to the Buyer, the Seller,
and Stockholder, jointly.
WHEREAS:
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A.
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The Buyer and
the Seller are parties to the certain Stock Purchase Agreement,
dated June 16, 2009 (the “Principal Purchase
Agreement”) and the Parties seek to affect the purposes of
the Principal Purchase Agreement.
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B.
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The Stockholder
holds and owns all right, title, and interest to Ten Million
(10,000,000) shares of the common stock of Buyer (the “Shares
to be Cancelled) and Stockholder seeks to arrange for Buyer to
cancel the Shares to be Cancelled at Closing of the Principal
Purchase Agreement.
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C.
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Stockholder
acknowledges that he has entered into this Agreement on the basis
of independent legal and financial advice.
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D.
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The Parties
have completed their negotiations and subject to the terms and
conditions set forth herein, hereby enter into this
Agreement.
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NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:
ARTICLE I
DEFINITIONS
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1.0
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Obligations
of Stockholder. In
consideration of good and valuable consideration received and
accepted by Stockholder, the receipt and sufficiency of which is
fully acknowledged, Stockholder agrees that on or before June 19,
2009, Stockholder shall deliver to the Escrow Agent (as defined in
that certain Escrow Agreement, dated June 16, 2009) an aggregate of
ten million (10,000,000) shares of the common stock of the Buyer
owned and held by him (the “Shares to be Cancelled”).
The Parties agree that all of the Shares to be Cancelled shall, at
the Closing (as defined in the Principal Purchase Agreement) shall
be delivered to the Buyer’s stock transfer agent and
cancelled.
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2.0
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Authorization of Transaction.
The Stockholder warrants and
represents that he 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 Stockholder enforceable in accordance with its terms and
conditions. No broker’s fees or commissions are or will be
due to any third party and all
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