AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made as of the 1st day of November, 2005
AMONG:
BIO-SOLUTIONS INTL, INC., a corporation formed pursuant to the laws of the
State of Nevada and having an office for business located at ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ("BIO-SOLUTIONS INTL")
AND:
OMNIMED ACQUISITION CORP., a body corporate formed pursuant to the laws of
the State of Nevada and a wholly owned subsidiary of BIO-SOLUTIONS INTL
(the "Acquirer")
AND:
OMNIMED INTERNATIONAL, INC., a body corporate formed pursuant to the laws
of the State of Nevada and having an office for business located at ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Omnimed")
AND:
Each of the shareholders of Omnimed that are named on the signature page of
this Agreement (the "Omnimed Shareholders")
WHEREAS:
A. The Omnimed Shareholders own 49,474,500 Omnimed Shares, being 100% of the
presently issued and outstanding Omnimed Shares;
B. BIO-SOLUTIONS INTL is a reporting company whose common stock is quoted on the
▇▇▇.▇▇ "Bulletin Board" under the following symbol "BSOU.OB";
C. The respective Boards of Directors of BIO-SOLUTIONS INTL, Omnimed and the
Acquirer deem it advisable and in the best interests of BIO-SOLUTIONS INTL,
Omnimed and the Acquirer that Omnimed merge with and into the Acquirer (the
"Merger") pursuant to this Agreement and the Certificate of Merger, and the
applicable provisions of the laws of the State of Nevada; and
D. It is intended that the Merger shall qualify for United States federal income
tax purposes as a reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
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ARTICLE 1
DEFINITIONS AND INTERPRETATION
Definitions
1.1 In this Agreement the following terms will have the following meanings:
(a) "Acquisition Shares" means the 9,894,900 BIO-SOLUTIONS INTL Common
Shares to be issued to the Omnimed Shareholders at Closing pursuant to
the terms of the Merger;
(b) "Additional Omnimed Statements" means the Statements of Omnimed
Accounts Payable and Liabilities, Accounts Receivable, Bank Accounts,
Debts to Related Parties, Equipment, Insurance Policies, Inventory and
Material Contracts which are to be delivered by Omnimed to
BIO-SOLUTIONS INTL pursuant to the terms hereof;
(c) "Agreement" means this agreement and plan of merger among
BIO-SOLUTIONS INTL, the Acquirer, Omnimed, and the Omnimed
Shareholders;
(d) "Audited BIO-SOLUTIONS INTL Financial Statements" means the financial
statements of BIO-SOLUTIONS INTL for the two year periods ended June
30, 2005 and 2004, together with the unqualified auditors report
thereon, prepared in accordance with Item 310 of Regulation SB, and
which are to be delivered by BIO-SOLUTIONS INTL to Omnimed pursuant to
the terms hereof;
(e) "Omnimed Accounts Payable and Liabilities" means all accounts payable
and liabilities of Omnimed, due and owing or otherwise constituting a
binding obligation of Omnimed (other than a Omnimed Material Contract)
as of June 30, 2005 as set forth in the Statement of Omnimed Accounts
Payable and Liabilities to be delivered by Omnimed to BIO-SOLUTIONS
INTL concurrent with the delivery of the Audited Omnimed Financial
Statements;
(f) "Omnimed Accounts Receivable" means all accounts receivable and other
debts owing to Omnimed as of June 30, 2005 as set forth in the
Statement of Omnimed Accounts Receivable to be delivered by Omnimed to
BIO-SOLUTIONS INTL concurrent with the delivery of the Audited Omnimed
Financial Statements;
(g) "Omnimed Assets" means the undertaking and all the property and assets
of the Omnimed Business of every kind and description wheresoever
situated including, without limitation, Omnimed Equipment, Omnimed
Inventory, Omnimed Material Contracts, Omnimed Accounts Receivable,
Omnimed Cash, Omnimed Intangible Assets and Omnimed Goodwill, and all
credit cards, charge cards and banking cards issued to Omnimed;
(h) "Omnimed Bank Accounts" means all of the bank accounts, lock boxes and
safety deposit boxes of Omnimed or relating to the Omnimed Business as
set forth in the Statement of Omnimed Bank Accounts to be delivered by
Omnimed to BIO-SOLUTIONS INTL concurrent with the delivery of the
Audited Omnimed Financial Statements;
(i) "Omnimed Business" means all aspects of the business conducted by
Omnimed;
(j) "Omnimed Cash" means all cash on hand or on deposit to the credit of
Omnimed on the Closing Date;
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(k) "Omnimed Debt to Related Parties" means the debts owed by Omnimed to
the Omnimed Shareholders or to any family member thereof, or to any
affiliate, director or officer of Omnimed or the Omnimed Shareholders
as described in the Statement of Omnimed Debt to Related Parties to be
delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the
delivery of the Audited Omnimed Financial Statements;
(l) "Omnimed Equipment" means all machinery, equipment, furniture, and
furnishings used in the Omnimed Business, including, without
limitation, the items more particularly described in the Statement of
Omnimed Equipment to be delivered by Omnimed to BIO-SOLUTIONS INTL
concurrent with the delivery of the Audited Omnimed Financial
Statements;
(m) "Omnimed Goodwill" means the goodwill of the Omnimed Business together
with the exclusive right of BIO-SOLUTIONS INTL to represent itself as
carrying on the Omnimed Business in succession of Omnimed subject to
the terms hereof, and the right to use any words indicating that the
Omnimed Business is so carried on including the right to use the name
"Omnimed" or "Omnimed International" or any variation thereof as part
of the name of or in connection with the Omnimed Business or any part
thereof carried on or to be carried on by Omnimed, the right to all
corporate, operating and trade names associated with the Omnimed
Business, or any variations of such names as part of or in connection
with the Omnimed Business, all telephone listings and telephone
advertising contracts, all lists of customers, books and records and
other information relating to the Omnimed Business, all necessary
licenses and authorizations and any other rights used in connection
with the Omnimed Business;
(n) "Omnimed Insurance Policies" means the public liability insurance and
insurance against loss or damage to Omnimed Assets and the Omnimed
Business as described in the Statement of Omnimed Insurance to be
delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the
delivery of the Audited Omnimed Financial Statements;
(o) "Omnimed Intangible Assets" means all of the intangible assets of
Omnimed, including, without limitation, Omnimed Goodwill, all
trademarks, logos, copyrights, designs, and other intellectual and
industrial property of Omnimed;
(p) "Omnimed Inventory" means all inventory and supplies of the Omnimed
Business as of June 30, 2005 as set forth in the Statement of Omnimed
Inventory to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent
with the delivery of the Audited Omnimed Financial Statements;
(q) "Omnimed Material Contracts" means the burden and benefit of and the
right, title and interest of Omnimed in, to and under all trade and
non-trade contracts, engagements or commitments, whether written or
oral, to which Omnimed is entitled in connection with the Omnimed
Business whereunder Omnimed is obligated to pay or entitled to receive
the sum of $10,000 or more including, without limitation, any pension
plans, profit sharing plans, bonus plans, loan agreements, security
agreements, indemnities and guarantees, any agreements with employees,
lessees, licensees, managers, accountants, suppliers, agents,
distributors, officers, directors, attorneys or others which cannot be
terminated without liability on not more than one month's notice, and
those contracts listed in the Statement of Omnimed Material Contracts
to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the
delivery of the Audited Omnimed Financial Statements;
(r) "Omnimed Shares" means all of the issued and outstanding shares of
Omnimed's equity stock;
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(s) "Closing" means the completion, on the Closing Date, of the
transactions contemplated hereby in accordance with Article 10 hereof;
(t) "Closing Date" means the day on which all conditions precedent to the
completion of the transaction as contemplated hereby have been
satisfied or waived;
(u) "Effective Time" means the date of the filing of an appropriate
Certificate of Merger in the form required by the State of Nevada,
which certificate shall provide that the Merger shall become effective
upon such filing;
(v) "Material Adverse Change" means a greater than 10% negative deviation
from previously reported financial results (annualized where
appropriate);
(w) "Merger" means the merger, at the Effective Time, of Omnimed and the
Acquirer pursuant to this Agreement and Plan of Merger;
(x) "Merger Consideration" means the Acquisition Shares;
(y) "Place of Closing" means the offices of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ LLP, or such other place as BIO-SOLUTIONS INTL and Omnimed may
mutually agree upon;
(z) "State Corporation Law" means the General Corporation Law of the State
of Nevada;
(aa) "BIO-SOLUTIONS INTL Accounts Payable and Liabilities" means all
accounts payable and liabilities of BIO-SOLUTIONS INTL, on a
consolidated basis, due and owing or otherwise constituting a binding
obligation of BIO-SOLUTIONS INTL and its subsidiaries (other than a
BIO-SOLUTIONS INTL Material Contract) as of June 30, 2005 as set forth
is Schedule "C" hereto;
(bb) "BIO-SOLUTIONS INTL Accounts Receivable" means all accounts receivable
and other debts owing to BIO-SOLUTIONS INTL, on a consolidated basis,
as of June 30, 2005 as set forth in Schedule "D" hereto;
(cc) "BIO-SOLUTIONS INTL Assets" means the undertaking and all the property
and assets of the BIO-SOLUTIONS INTL Business of every kind and
description wheresoever situated including, without limitation,
BIO-SOLUTIONS INTL Equipment, BIO-SOLUTIONS INTL Inventory,
BIO-SOLUTIONS INTL Material Contracts, BIO-SOLUTIONS INTL Accounts
Receivable, BIO-SOLUTIONS INTL Cash, BIO-SOLUTIONS INTL Intangible
Assets and BIO-SOLUTIONS INTL Goodwill, and all credit cards, charge
cards and banking cards issued to BIO-SOLUTIONS INTL;
(dd) "BIO-SOLUTIONS INTL Bank Accounts" means all of the bank accounts,
lock boxes and safety deposit boxes of BIO-SOLUTIONS INTL and its
subsidiaries or relating to the BIO-SOLUTIONS INTL Business as set
forth in Schedule "E" hereto;
(ee) "BIO-SOLUTIONS INTL Business" means all aspects of any business
conducted by BIO-SOLUTIONS INTL and its subsidiaries;
(ff) "BIO-SOLUTIONS INTL Cash" means all cash on hand or on deposit to the
credit of BIO-SOLUTIONS INTL and its subsidiaries on the Closing Date;
(gg) "BIO-SOLUTIONS INTL Common Shares" means the shares of common stock in
the capital of BIO-SOLUTIONS INTL;
(hh) "BIO-SOLUTIONS INTL Debt to Related Parties" means the debts owed by
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BIO-SOLUTIONS INTL to any affiliate, director or officer of
BIO-SOLUTIONS INTL as described in Schedule "F" hereto;
(ii) "BIO-SOLUTIONS INTL Equipment" means all machinery, equipment,
furniture, and furnishings used in the BIO-SOLUTIONS INTL Business,
including, without limitation, the items more particularly described
in Schedule "G" hereto;
(jj) "BIO-SOLUTIONS INTL Goodwill" means the goodwill of the BIO-SOLUTIONS
INTL Business including the right to all corporate, operating and
trade names associated with the BIO-SOLUTIONS INTL Business, or any
variations of such names as part of or in connection with the
BIO-SOLUTIONS INTL Business, all books and records and other
information relating to the BIO-SOLUTIONS INTL Business, all necessary
licenses and authorizations and any other rights used in connection
with the BIO-SOLUTIONS INTL Business;
(kk) "BIO-SOLUTIONS INTL Insurance Policies" means the public liability
insurance and insurance against loss or damage to the BIO-SOLUTIONS
INTL Assets and the BIO-SOLUTIONS INTL Business as described in
Schedule "H" hereto;
(ll) "BIO-SOLUTIONS INTL Intangible Assets" means all of the intangible
assets of BIO-SOLUTIONS INTL and its subsidiaries, including, without
limitation, BIO-SOLUTIONS INTL Goodwill, all trademarks, logos,
copyrights, designs, and other intellectual and industrial property of
BIO-SOLUTIONS INTL and its subsidiaries;
(mm) "BIO-SOLUTIONS INTL Inventory" means all inventory and supplies of the
BIO-SOLUTIONS INTL Business as of June 30, 2005, as set forth in
Schedule "I" hereto;
(nn) "BIO-SOLUTIONS INTL Material Contracts" means the burden and benefit
of and the right, title and interest of BIO-SOLUTIONS INTL and its
subsidiaries in, to and under all trade and non-trade contracts,
engagements or commitments, whether written or oral, to which
BIO-SOLUTIONS INTL or its subsidiaries are entitled whereunder
BIO-SOLUTIONS INTL or its subsidiaries are obligated to pay or
entitled to receive the sum of $10,000 or more including, without
limitation, any pension plans, profit sharing plans, bonus plans, loan
agreements, security agreements, indemnities and guarantees, any
agreements with employees, lessees, licensees, managers, accountants,
suppliers, agents, distributors, officers, directors, attorneys or
others which cannot be terminated without liability on not more than
one month's notice, and those contracts listed in Schedule "J" hereto;
(oo) "Surviving Company" means the Acquiror following the merger with
Omnimed.
Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.
Captions and Section Numbers
1.2 The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.
Section References and Schedules
1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or
other subdivision is to the particular Article, section, clause or other
subdivision of this Agreement and any reference to a Schedule by letter will
mean the appropriate Schedule attached to this Agreement and by such reference
the appropriate Schedule is incorporated into and made part of this Agreement.
The Schedules to this Agreement are as follows:
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Information concerning BIO-SOLUTIONS INTL
Schedule "C" BIO-SOLUTIONS INTL Accounts Payable and Liabilities
Schedule "D" BIO-SOLUTIONS INTL Accounts Receivable
Schedule "E" BIO-SOLUTIONS INTL Bank Accounts
Schedule "F" BIO-SOLUTIONS INTL Debts to Related Parties
Schedule "G" BIO-SOLUTIONS INTL Equipment
Schedule "H" BIO-SOLUTIONS INTL Insurance Policies
Schedule "I" BIO-SOLUTIONS INTL Inventory
Schedule "J" BIO-SOLUTIONS INTL Material Contracts
Severability of Clauses
1.4 If any part of this Agreement is declared or held to be invalid for any
reason, such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.
ARTICLE 2
THE MERGER
The Merger
2.1 At Closing, Omnimed shall be merged with and into the Acquirer pursuant to
this Agreement and Plan of Merger and the separate corporate existence of
Omnimed shall cease and the Acquirer, as it exists from and after the Closing,
shall be the Surviving Company.
Effect of the Merger
2.2 The Merger shall have the effect provided therefor by the State Corporation
Law. Without limiting the generality of the foregoing, and subject thereto, at
Closing (i) all the rights, privileges, immunities, powers and franchises, of a
public as well as of a private nature, and all property, real, personal and
mixed, and all debts due on whatever account, including without limitation
subscriptions to shares, and all other choses in action, and all and every other
interest of or belonging to or due to Omnimed or the Acquirer, as a group,
subject to the terms hereof, shall be taken and deemed to be transferred to, and
vested in, the Surviving Company without further act or deed; and all property,
rights and privileges, immunities, powers and franchises and all and every other
interest shall be thereafter as effectually the property of the Surviving
Company, as they were of Omnimed and the Acquirer, as a group, and (ii) all
debts, liabilities, duties and obligations of Omnimed and the Acquirer, as a
group, subject to the terms hereof, shall become the debts, liabilities and
duties of the Surviving Company and the Surviving Company shall thenceforth be
responsible and liable for all debts, liabilities, duties and obligations of
Omnimed and the Acquirer, as a group, and neither the rights of creditors nor
any liens upon the property of Omnimed or the Acquirer, as a group, shall be
impaired by the Merger, and may be enforced against the Surviving Company.
Certificate of Incorporation; Bylaws; Directors and Officers
2.3 The Certificate of Incorporation of the Surviving Company from and after the
Closing shall be the Certificate of Incorporation of the Acquirer until
thereafter amended in accordance with the provisions therein and as provided by
the applicable provisions of the State Corporation Law. The Bylaws of the
Surviving Company from and after the Closing shall be the Bylaws of the Acquirer
as in effect immediately prior to the Closing, continuing until thereafter
amended in accordance with their terms, the Certificate of Incorporation of the
Surviving Company and as provided by the State Corporation Law. The Directors of
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Omnimed at the Effective Time shall continue to be the Directors of the
Surviving Company after the Closing.
Conversion of Securities
2.4 At the Effective Time, by virtue of the Merger and without any action on the
part of the Acquirer, Omnimed or the Omnimed Shareholders, the shares of capital
stock of each of Omnimed and the Acquirer shall be converted as follows:
(a) Capital Stock of the Acquirer. Each issued and outstanding share of
the Acquirer's capital stock shall continue to be issued and
outstanding and shall be converted into one share of validly issued,
fully paid, and non-assessable common stock of the Surviving Company.
Each stock certificate of the Acquirer evidencing ownership of any
such shares shall continue to evidence ownership of such shares of
capital stock of the Surviving Company.
(b) Conversion of Omnimed Shares. Each Omnimed Share that is issued and
outstanding at the Effective Time shall automatically be cancelled and
extinguished and converted, without any action on the part of the
holder thereof, into the right to receive at the time and in the
amounts described in this Agreement an amount of Acquisition Shares
equal to the number of Acquisition Shares divided by the number of
Omnimed Shares outstanding immediately prior to Closing. All such
Omnimed Shares, when so converted, shall no longer be outstanding and
shall automatically be cancelled and retired and shall cease to exist,
and each holder of a certificate representing any such shares shall
cease to have any rights with respect thereto, except the right to
receive the Acquisition Shares paid in consideration therefor upon the
surrender of such certificate in accordance with this Agreement.
Adherence with Applicable Securities Laws
2.5 The Omnimed Shareholders agree that they are acquiring the Acquisition
Shares for investment purposes and will not offer, sell or otherwise transfer,
pledge or hypothecate any of the Acquisition Shares issued to them (other than
pursuant to an effective Registration Statement under the Securities Act of
1933, as amended) directly or indirectly unless:
(a) the sale is to BIO-SOLUTIONS INTL;
(b) the sale is made pursuant to the exemption from registration under the
Securities Act of 1933,as amended, provided by Rule 144 thereunder; or
(c) the Acquisition Shares are sold in a transaction that does not require
registration under the Securities Act of 1933, as amended, or any
applicable United States state laws and regulations governing the
offer and sale of securities, and the vendor has furnished to
BIO-SOLUTIONS INTL an opinion of counsel to that effect or such other
written opinion as may be reasonably required by BIO-SOLUTIONS INTL.
The Omnimed Shareholders acknowledge that the certificates representing the
Acquisition Shares shall bear the following legend:
NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE
FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES
IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
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OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF BIO-SOLUTIONS INTL
Representations and Warranties
3.1 BIO-SOLUTIONS INTL hereby represents and warrants in all material respects
to Omnimed and the Omnimed Shareholders, with the intent that Omnimed and the
Omnimed Shareholders will rely thereon in entering into this Agreement and in
approving and completing the transactions contemplated hereby, that:
BIO-SOLUTIONS INTL - Corporate Status and Capacity
(a) Incorporation. BIO-SOLUTIONS INTL is a corporation duly incorporated
and validly subsisting under the laws of the State of Nevada, and is
in good standing with the office of the Secretary of State for the
State of Nevada;
(b) Carrying on Business. BIO-SOLUTIONS INTL conducts the business
described in its filings with the Securities and Exchange Commission
and does not conduct any other business. BIO-SOLUTIONS INTL is duly
authorized to carry on such business in Nevada. The nature of the
BIO-SOLUTIONS INTL Business does not require BIO-SOLUTIONS INTL to
register or otherwise be qualified to carry on business in any other
jurisdictions;
(c) Corporate Capacity. BIO-SOLUTIONS INTL has the corporate power,
capacity and authority to own the BIO-SOLUTIONS INTL Assets and to
enter into and complete this Agreement;
(d) Reporting Status; Listing. BIO-SOLUTIONS INTL is currently required to
file current reports with the Securities and Exchange Commission
pursuant to section 15(d) of the Securities Exchange Act of 1934, and
the BIO-SOLUTIONS INTL Common Shares are quoted on the "Bulletin
Board";
Acquirer - Corporate Status and Capacity
(e) Incorporation. The Acquirer is a corporation duly incorporated and
validly subsisting under the laws of the State of Nevada, and is in
good standing with the office of the Secretary of State for the State
of Nevada;
(f) Carrying on Business. Other than corporate formation and organization,
the Acquirer has not carried on business activities to date;
(g) Corporate Capacity. The Acquirer has the corporate power, capacity and
authority to enter into and complete this Agreement;
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BIO-SOLUTIONS INTL - Capitalization
(h) Authorized Capital. The authorized capital of BIO-SOLUTIONS INTL
consists of 100,000,000 BIO-SOLUTIONS INTL Common Shares, $0.0001 par
value and 10,000,000 shares of preferred stock. $0.001 par value, of
which 520,694 BIO-SOLUTIONS INTL Common Shares, and no shares of
preferred stock are presently issued and outstanding;
(i) No Option, Warrant or Other Right. No person, firm or corporation has
any agreement, option, warrant, preemptive right or any other right
capable of becoming an agreement, option, warrant or right for the
acquisition of BIO-SOLUTIONS INTL Common Shares or for the purchase,
subscription or issuance of any of the unissued shares in the capital
of BIO-SOLUTIONS INTL;
Acquirer Capitalization
(j) Authorized Capital. The authorized capital of the Acquirer consists of
200 shares of common stock, $0.0001 par value, of which one share of
common stock is presently issued and outstanding;
(k) No Option, Warrant or Other Right. No person, firm or corporation has
any agreement, option, warrant, preemptive right or any other right
capable of becoming an agreement, option, warrant or right for the
acquisition of any common or preferred shares in the Acquirer or for
the purchase, subscription or issuance of any of the unissued shares
in the capital of Acquirer;
BIO-SOLUTIONS INTL - Records and Financial Statements
(l) Charter Documents. The charter documents of BIO-SOLUTIONS INTL and the
Acquirer have not been altered since the incorporation of each,
respectively, except as filed in the record books of BIO-SOLUTIONS
INTL or the Acquirer, as the case may be;
(m) Corporate Minute Books. The corporate minute books of BIO-SOLUTIONS
INTL and its subsidiaries are complete and each of the minutes
contained therein accurately reflect the actions that were taken at a
duly called and held meeting or by consent without a meeting. All
actions by BIO-SOLUTIONS INTL and its subsidiaries which required
director or shareholder approval are reflected on the corporate minute
books of BIO-SOLUTIONS INTL and its subsidiaries. BIO-SOLUTIONS INTL
and its subsidiaries are not in violation or breach of, or in default
with respect to, any term of their respective Certificates of
Incorporation (or other charter documents) or by-laws.
(n) BIO-SOLUTIONS INTL Financial Statements. The Audited BIO-SOLUTIONS
INTL Financial Statements, when delivered, will present fairly, in all
material respects, the assets and liabilities (whether accrued,
absolute, contingent or otherwise) of BIO-SOLUTIONS INTL as of the
respective dates thereof, and the sales and earnings of the
BIO-SOLUTIONS INTL Business during the periods covered thereby, in all
material respects, and will have been prepared in substantial
accordance with generally accepted accounting principles consistently
applied and the requirements of Item 310 of Regulation SB as
promulgated by the Securities and Exchange Commission;
(o) BIO-SOLUTIONS INTL Accounts Payable and Liabilities. There are no
material liabilities, contingent or otherwise, of BIO-SOLUTIONS INTL
or its subsidiaries which are not disclosed in Schedule "C" hereto or
reflected in the Unaudited BIO-SOLUTIONS INTL Financial Statements
except those incurred in the ordinary course of business since the
date of the said schedule and the Unaudited BIO-SOLUTIONS INTL
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Financial Statements, and neither BIO-SOLUTIONS INTL nor its
subsidiaries have guaranteed or agreed to guarantee any debt,
liability or other obligation of any person, firm or corporation.
Without limiting the generality of the foregoing, all accounts payable
and liabilities of BIO-SOLUTIONS INTL as of June 30, 2005, are
described in Schedule "C" hereto;
(p) BIO-SOLUTIONS INTL Accounts Receivable. All the BIO-SOLUTIONS INTL
Accounts Receivable result from bona fide business transactions and
services actually rendered without, to the knowledge and belief of
BIO-SOLUTIONS INTL, any claim by the obligor for set-off or
counterclaim. Without limiting the generality of the foregoing, all
accounts receivable of BIO-SOLUTIONS INTL as of June 30, 2005, are
described in Schedule "D" hereto;
(q) BIO-SOLUTIONS INTL Bank Accounts. All of the BIO-SOLUTIONS INTL Bank
Accounts, their location, numbers and the authorized signatories
thereto are as set forth in Schedule "E" hereto;
(r) No Debt to Related Parties. Except as disclosed in Schedule "F"
hereto, neither BIO-SOLUTIONS INTL nor any of its subsidiaries is, and
on Closing will not be, indebted to any affiliate, director or officer
of BIO-SOLUTIONS INTL except accounts payable on account of bona fide
business transactions of BIO-SOLUTIONS INTL incurred in normal course
of the BIO-SOLUTIONS INTL Business, including employment agreements,
none of which are more than 30 days in arrears;
(s) No Related Party Debt to BIO-SOLUTIONS INTL. No director or officer or
affiliate of BIO-SOLUTIONS INTL is now indebted to or under any
financial obligation to BIO-SOLUTIONS INTL or any subsidiary on any
account whatsoever, except for advances on account of travel and other
expenses not exceeding $1,000 in total;
(t) No Dividends. No dividends or other distributions on any shares in the
capital of BIO-SOLUTIONS INTL have been made, declared or authorized
since the date of Unaudited BIO-SOLUTIONS INTL Financial Statements;
(u) No Payments. No payments of any kind have been made or authorized
since the date of the Unaudited BIO-SOLUTIONS INTL Financial
Statements to or on behalf of officers, directors, shareholders or
employees of BIO-SOLUTIONS INTL or its subsidiaries or under any
management agreements with BIO-SOLUTIONS INTL or its subsidiaries,
except payments made in the ordinary course of business and at the
regular rates of salary or other remuneration payable to them;
(v) No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation plans
affecting BIO-SOLUTIONS INTL;
(w) No Adverse Events. Since the date of the Unaudited BIO-SOLUTIONS INTL
Financial Statements
(i) there has not been any material adverse change in the
consolidated financial position or condition of BIO-SOLUTIONS
INTL, its subsidiaries, its liabilities or the BIO-SOLUTIONS INTL
Assets or any damage, loss or other change in circumstances
materially affecting BIO-SOLUTIONS INTL, the BIO-SOLUTIONS INTL
Business or the BIO-SOLUTIONS INTL Assets or BIO-SOLUTIONS INTL'
right to carry on the BIO-SOLUTIONS INTL Business, other than
changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event
11
(whether or not covered by insurance) materially and adversely
affecting BIO-SOLUTIONS INTL, its subsidiaries, the BIO-SOLUTIONS
INTL Business or the BIO-SOLUTIONS INTL Assets,
(iii) there has not been any material increase in the compensation
payable or to become payable by BIO-SOLUTIONS INTL to any of
BIO-SOLUTIONS INTL' officers, employees or agents or any bonus,
payment or arrangement made to or with any of them,
(iv) the BIO-SOLUTIONS INTL Business has been and continues to be
carried on in the ordinary course,
(v) BIO-SOLUTIONS INTL has not waived or surrendered any right of
material value,
(vi) neither BIO-SOLUTIONS INTL nor its subsidiaries have discharged
or satisfied or paid any lien or encumbrance or obligation or
liability other than current liabilities in the ordinary course
of business, and
(vii) no capital expenditures in excess of $10,000 individually or
$30,000 in total have been authorized or made.
BIO-SOLUTIONS INTL - Income Tax Matters
(x) Tax Returns. All tax returns and reports of BIO-SOLUTIONS INTL and its
subsidiaries required by law to be filed have been filed and are true,
complete and correct, and any taxes payable in accordance with any
return filed by BIO-SOLUTIONS INTL and its subsidiaries or in
accordance with any notice of assessment or reassessment issued by any
taxing authority have been so paid;
(y) Current Taxes. Adequate provisions have been made for taxes payable
for the current period for which tax returns are not yet required to
be filed and there are no agreements, waivers, or other arrangements
providing for an extension of time with respect to the filing of any
tax return by, or payment of, any tax, governmental charge or
deficiency by BIO-SOLUTIONS INTL or its subsidiaries. BIO-SOLUTIONS
INTL is not aware of any contingent tax liabilities or any grounds
which would prompt a reassessment including aggressive treatment of
income and expenses in filing earlier tax returns;
BIO-SOLUTIONS INTL - Applicable Laws and Legal Matters
(z) Licenses. BIO-SOLUTIONS INTL and its subsidiaries hold all licenses
and permits as may be requisite for carrying on the BIO-SOLUTIONS INTL
Business in the manner in which it has heretofore been carried on,
which licenses and permits have been maintained and continue to be in
good standing except where the failure to obtain or maintain such
licenses or permits would not have a material adverse effect on the
BIO-SOLUTIONS INTL Business;
(aa) Applicable Laws. Neither BIO-SOLUTIONS INTL nor its subsidiaries have
been charged with or received notice of breach of any laws,
ordinances, statutes, regulations, by-laws, orders or decrees to which
they are subject or which apply to them the violation of which would
have a material adverse effect on the BIO-SOLUTIONS INTL Business, and
to BIO-SOLUTIONS INTL' knowledge, neither BIO-SOLUTIONS INTL nor its
subsidiaries are in breach of any laws, ordinances, statutes,
regulations, bylaws, orders or decrees the contravention of which
would result in a material adverse impact on the BIO-SOLUTIONS INTL
Business;
12
(bb) Pending or Threatened Litigation. There is no material litigation or
administrative or governmental proceeding pending or threatened
against or relating to BIO-SOLUTIONS INTL, its subsidiaries, the
BIO-SOLUTIONS INTL Business, or any of the BIO-SOLUTIONS INTL Assets
nor does BIO-SOLUTIONS INTL have any knowledge of any deliberate act
or omission of BIO-SOLUTIONS INTL or its subsidiaries that would form
any material basis for any such action or proceeding;
(cc) No Bankruptcy. Neither BIO-SOLUTIONS INTL nor its subsidiaries have
made any voluntary assignment or proposal under applicable laws
relating to insolvency and bankruptcy and no bankruptcy petition has
been filed or presented against BIO-SOLUTIONS INTL or its subsidiaries
and no order has been made or a resolution passed for the winding-up,
dissolution or liquidation of BIO-SOLUTIONS INTL or its subsidiaries;
(dd) Labor Matters. Neither BIO-SOLUTIONS INTL nor its subsidiaries are
party to any collective agreement relating to the BIO-SOLUTIONS INTL
Business with any labor union or other association of employees and no
part of the BIO-SOLUTIONS INTL Business has been certified as a unit
appropriate for collective bargaining or, to the knowledge of
BIO-SOLUTIONS INTL, has made any attempt in that regard;
(ee) Finder's Fees. Neither BIO-SOLUTIONS INTL nor its subsidiaries are
party to any agreement which provides for the payment of finder's
fees, brokerage fees, commissions or other fees or amounts which are
or may become payable to any third party in connection with the
execution and delivery of this Agreement and the transactions
contemplated herein;
Execution and Performance of Agreement
(ff) Authorization and Enforceability. The execution and delivery of this
Agreement, and the completion of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate
action on the part of BIO-SOLUTIONS INTL and the Acquirer;
(gg) No Violation or Breach. The execution and performance of this
Agreement will not:
(i) violate the charter documents of BIO-SOLUTIONS INTL or the
Acquirer or result in any breach of, or default under, any loan
agreement, mortgage, deed of trust, or any other agreement to
which BIO-SOLUTIONS INTL or its subsidiaries are party,
(ii) give any person any right to terminate or cancel any agreement
including, without limitation, the BIO-SOLUTIONS INTL Material
Contracts, or any right or rights enjoyed by BIO-SOLUTIONS INTL
or its subsidiaries,
(iii) result in any alteration of BIO-SOLUTIONS INTL' or its
subsidiaries' obligations under any agreement to which
BIO-SOLUTIONS INTL or its subsidiaries are party including,
without limitation, the BIO-SOLUTIONS INTL Material Contracts,
(iv) result in the creation or imposition of any lien, encumbrance or
restriction of any nature whatsoever in favor of a third party
upon or against the BIO-SOLUTIONS INTL Assets,
(v) result in the imposition of any tax liability to BIO-SOLUTIONS
13
INTL or its subsidiaries relating to the BIO-SOLUTIONS INTL
Assets, or
(vi) violate any court order or decree to which either BIO-SOLUTIONS
INTL or its subsidiaries are subject;
The BIO-SOLUTIONS INTL Assets - Ownership and Condition
(hh) Business Assets. The BIO-SOLUTIONS INTL Assets comprise all of the
property and assets of the BIO-SOLUTIONS INTL Business, and no other
person, firm or corporation owns any assets used by BIO-SOLUTIONS INTL
or its subsidiaries in operating the BIO-SOLUTIONS INTL Business,
whether under a lease, rental agreement or other arrangement, other
than as disclosed in Schedules "F" or "J" hereto;
(ii) Title. BIO-SOLUTIONS INTL or its subsidiaries are the legal and
beneficial owner of the BIO-SOLUTIONS INTL Assets, free and clear of
all mortgages, liens, charges, pledges, security interests,
encumbrances or other claims whatsoever, save and except as disclosed
in Schedules "F" or "J" hereto;
(jj) No Option. No person, firm or corporation has any agreement or option
or a right capable of becoming an agreement for the purchase of any of
the BIO-SOLUTIONS INTL Assets;
(kk) BIO-SOLUTIONS INTL Insurance Policies. BIO-SOLUTIONS INTL and its
subsidiaries maintain the public liability insurance and insurance
against loss or damage to the BIO-SOLUTIONS INTL Assets and the
BIO-SOLUTIONS INTL Business as described in Schedule "H" hereto;
(ll) BIO-SOLUTIONS INTL Material Contracts. The BIO-SOLUTIONS INTL Material
Contracts listed in Schedule "J" constitute all of the material
contracts of BIO-SOLUTIONS INTL and its subsidiaries;
(mm) No Default. There has not been any default in any material obligation
of BIO-SOLUTIONS INTL or any other party to be performed under any of
the BIO-SOLUTIONS INTL Material Contracts, each of which is in good
standing and in full force and effect and unamended (except as
disclosed in Schedule "J" hereto), and BIO-SOLUTIONS INTL is not aware
of any default in the obligations of any other party to any of the
BIO-SOLUTIONS INTL Material Contracts;
(nn) No Compensation on Termination. There are no agreements, commitments
or understandings relating to severance pay or separation allowances
on termination of employment of any employee of BIO-SOLUTIONS INTL or
its subsidiaries. Neither BIO-SOLUTIONS INTL nor its subsidiaries are
obliged to pay benefits or share profits with any employee after
termination of employment except as required by law;
BIO-SOLUTIONS INTL Assets - BIO-SOLUTIONS INTL Equipment
(oo) BIO-SOLUTIONS INTL Equipment. The BIO-SOLUTIONS INTL Equipment has
been maintained in a manner consistent with that of a reasonably
prudent owner and such equipment is in good working condition;
BIO-SOLUTIONS INTL Assets - BIO-SOLUTIONS INTL Goodwill and Other Assets
(pp) BIO-SOLUTIONS INTL Goodwill. BIO-SOLUTIONS INTL and its subsidiaries
does not carry on the BIO-SOLUTIONS INTL Business under any other
business or trade names. BIO-SOLUTIONS INTL does not have any
14
knowledge of any infringement by BIO-SOLUTIONS INTL or its
subsidiaries of any patent, trademarks, copyright or trade secret;
The BIO-SOLUTIONS INTL Business
(qq) Maintenance of Business. Since the date of the Unaudited BIO-SOLUTIONS
INTL Financial Statements, BIO-SOLUTIONS INTL and its subsidiaries
have not entered into any material agreement or commitment except in
the ordinary course and except as disclosed herein;
(rr) Subsidiaries. Except for the Acquirer, BIO-SOLUTIONS INTL does not own
any subsidiaries and does not otherwise own, directly or indirectly,
any shares or interest in any other corporation, partnership, joint
venture or firm; and
BIO-SOLUTIONS INTL - Acquisition Shares
(ss) Acquisition Shares. The Acquisition Shares when delivered to the
holders of Omnimed Shares pursuant to the Merger shall be validly
issued and outstanding as fully paid and non-assessable shares and the
Acquisition Shares shall be transferable upon the books of
BIO-SOLUTIONS INTL, in all cases subject to the provisions and
restrictions of all applicable securities laws.
Non-Merger and Survival
3.2 The representations and warranties of BIO-SOLUTIONS INTL contained herein
will be true at and as of Closing in all material respects as though such
representations and warranties were made as of such time. Notwithstanding the
completion of the transactions contemplated hereby, the waiver of any condition
contained herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by Omnimed or the Omnimed
Shareholders, the representations and warranties of BIO-SOLUTIONS INTL shall
survive the Closing.
Indemnity
3.3 BIO-SOLUTIONS INTL agrees to indemnify and save harmless Omnimed and the
Omnimed Shareholders from and against any and all claims, demands, actions,
suits, proceedings, assessments, judgments, damages, costs, losses and expenses,
including any payment made in good faith in settlement of any claim (subject to
the right of BIO-SOLUTIONS INTL to defend any such claim), resulting from the
breach by it of any representation or warranty made under this Agreement or from
any misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by BIO-SOLUTIONS INTL to Omnimed or the Omnimed
Shareholders hereunder.
ARTICLE 4
COVENANTS OF BIO-SOLUTIONS INTL
Covenants
4.1 BIO-SOLUTIONS INTL covenants and agrees with Omnimed and the Omnimed
Shareholders that it will:
(a) Conduct of Business. Until the Closing, conduct the BIO-SOLUTIONS INTL
Business diligently and in the ordinary course consistent with the
manner in which the BIO-SOLUTIONS INTL Business generally has been
operated up to the date of execution of this Agreement;
15
(b) Preservation of Business. Until the Closing, use its best efforts to
preserve the BIO-SOLUTIONS INTL Business and the BIO-SOLUTIONS INTL
Assets and, without limitation, preserve for Omnimed BIO-SOLUTIONS
INTL's and its subsidiaries' relationships with any third party having
business relations with them;
(c) Access. Until the Closing, give Omnimed, the Omnimed Shareholders, and
their representatives full access to all of the properties, books,
contracts, commitments and records of BIO-SOLUTIONS INTL, and furnish
to Omnimed, the Omnimed Shareholders and their representatives all
such information as they may reasonably request;
(d) Procure Consents. Until the Closing, take all reasonable steps
required to obtain, prior to Closing, any and all third party consents
required to permit the Merger and to preserve and maintain the
BIO-SOLUTIONS INTL Assets notwithstanding the change in control of
Omnimed arising from the Merger;
(e) Name Change. Forthwith after the Closing, take such steps are required
to change the name of BIO-SOLUTIONS INTL to "Omnimed International,
Inc." or such similar name as may be acceptable to the board of
directors of Omnimed; and
(f) Registration of Spin-off Shares. Forthwith after the Closing, take
such steps as are required to register the shares of Bio-Solutions
Franchise Corp. that were spun-off to the shareholders of
BIO-SOLUTIONS INTL, by way of filing either a Registration Statement
on Form 10 or Form SB-2.
Authorization
4.2 BIO-SOLUTIONS INTL hereby agrees to authorize and direct any and all
federal, state, municipal, foreign and international governments and regulatory
authorities having jurisdiction respecting BIO-SOLUTIONS INTL and its
subsidiaries to release any and all information in their possession respecting
BIO-SOLUTIONS INTL and its subsidiaries to Omnimed. BIO-SOLUTIONS INTL shall
promptly execute and deliver to Omnimed any and all consents to the release of
information and specific authorizations which Omnimed reasonably requires to
gain access to any and all such information.
Survival
4.3 The covenants set forth in this Article shall survive the Closing for the
benefit of Omnimed and the Omnimed Shareholders.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF
THE OMNIMED SHAREHOLDERS
Representations and Warranties
5.1 The Omnimed Shareholders hereby jointly and severally represent and warrant
in all material respects to BIO-SOLUTIONS INTL, with the intent that it will
rely thereon in entering into this Agreement and in approving and completing the
transactions contemplated hereby, that:
Omnimed - Corporate Status and Capacity
(a) Incorporation. Omnimed is a corporation duly incorporated and validly
subsisting under the laws of the State of Nevada, and is in good
16
standing with the office of the Secretary of State for the State of
Nevada;
(b) Carrying on Business. Omnimed is duly authorized to carry on such
business in all jurisdictions where the nature of its business
requires it to do so;
(c) Corporate Capacity. Omnimed has the corporate power, capacity and
authority to own the Omnimed Assets and to enter into and complete
this Agreement;
Omnimed - Capitalization
(d) Authorized Capital. The authorized capital of Omnimed consists of
50,000,000 shares of common stock, $.001 par value per share;
(e) (e) Ownership of Omnimed Shares. The issued and outstanding share
capital of Omnimed will on Closing consist of 49,474,500 common shares
(being the Omnimed Shares), which shares on Closing shall be validly
issued and outstanding as fully paid and non-assessable shares. The
Omnimed Shareholders will be at Closing the registered and beneficial
owners of 49,474,500 Omnimed Shares. The Omnimed Shares owned by the
Omnimed Shareholders will on Closing be free and clear of any and all
liens, charges, pledges, encumbrances, restrictions on transfer and
adverse claims whatsoever;
(f) No Option, Warrant or Other Right. Except as disclosed on Schedule
5.1, No person, firm or corporation has any agreement, option,
warrant, preemptive right or any other right capable of becoming an
agreement, option, warrant or right for the acquisition of Omnimed
Shares held by the Omnimed Shareholders or for the purchase,
subscription or issuance of any of the unissued shares in the capital
of Omnimed;
(g) No Restrictions. There are no restrictions on the transfer, sale or
other disposition of Omnimed Shares contained in the charter documents
of Omnimed or under any agreement;
17
Omnimed - Records and Financial Statements
(h) Charter Documents. The charter documents of Omnimed have not been
altered since its incorporation date, except as filed in the record
books of Omnimed;
(i) Corporate Minute Books. The corporate minute books of Omnimed are
complete and each of the minutes contained therein accurately reflect
the actions that were taken at a duly called and held meeting or by
consent without a meeting. All actions by Omnimed which required
director or shareholder approval are reflected on the corporate minute
books of Omnimed. Neither Omnimed are in violation or breach of, or in
default with respect to, any term of their respective Certificates of
Incorporation (or other charter documents) or by-laws;
(j) Omnimed Accounts Payable and Liabilities. There are no material
liabilities, contingent or otherwise, of Omnimed which are not
disclosed in the Statement of Omnimed Accounts Payable and
Liabilities, and Omnimed has not guaranteed or agreed to guarantee any
debt, liability or other obligation of any person, firm or
corporation;
(k) Omnimed Accounts Receivable. All the Omnimed Accounts Receivable
result from bona fide business transactions and services actually
rendered without, to the knowledge and belief of the Omnimed
Shareholders, any claim by the obligor for set-off or counterclaim.
Without limiting the generality of the foregoing, all accounts
receivable of Omnimed as of June 30, 2005, will be described in the
Statement of Omnimed Accounts Receivable;
(l) Omnimed Bank Accounts. All of the Omnimed Bank Accounts, their
location, numbers and the authorized signatories at the Closing Date
will be set forth in the Statement of Omnimed Bank Accounts;
(m) No Debt to Related Parties. Except as disclosed in the Statement of
Omnimed Debts to Related Parties, Omnimed will on Closing not be
indebted to the Omnimed Shareholders nor to any family member thereof,
nor to any affiliate, director or officer of Omnimed or the Omnimed
Shareholders except accounts payable on account of bona fide business
transactions of Omnimed incurred in normal course of Omnimed Business,
including employment agreements with the Omnimed Shareholders, none of
which are more than 30 days in arrears;
(n) No Related Party Debt to Omnimed. No Omnimed Shareholder nor any
director, officer or affiliate of Omnimed are now indebted to or under
any financial obligation to Omnimed on any account whatsoever, except
for advances on account of travel and other expenses not exceeding
$5,000 in total;
(o) No Dividends. No dividends or other distributions on any shares in the
capital of Omnimed have been made, declared or authorized since the
date of the Omnimed Financial Statements;
(p) No Payments. No payments of any kind have been made or authorized
since the date of the Omnimed Financial Statements to or on behalf of
the Omnimed Shareholders or to or on behalf of officers, directors,
shareholders or employees of Omnimed or under any management
agreements with Omnimed, except payments made in the ordinary course
of business and at the regular rates of salary or other remuneration
payable to them;
(q) No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation plans
affecting Omnimed, other than any such plans disclosed in the Omnimed
Financial Statements;
18
(r) No Adverse Events. Since the date of the Omnimed Financial Statements:
(i) there has not been any Material Adverse Change in the
consolidated financial position or condition of Omnimed, its
liabilities or the Omnimed Assets or any damage, loss or other
change in circumstances materially affecting Omnimed, the Omnimed
Business or the Omnimed Assets or Omnimed's right to carry on the
Omnimed Business, other than changes in the ordinary course of
business,
(ii) there has not been any damage, destruction, loss or other event
(whether or not covered by insurance) materially and adversely
affecting Omnimed, the Omnimed Business or the Omnimed Assets,
(iii) there has not been any material increase in the compensation
payable or to become payable by Omnimed to the Omnimed
Shareholders or to any of Omnimed's officers, employees or agents
or any bonus, payment or arrangement made to or with any of them,
(iv) the Omnimed Business has been and continues to be carried on in
the ordinary course,
(v) Omnimed has not waived or surrendered any right of material
value,
(vi) Omnimed has discharged or satisfied or paid any lien or
encumbrance or obligation or liability other than current
liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or
$30,000 in total have been authorized or made;
Omnimed - Income Tax Matters
(s) Tax Returns. All tax returns and reports of Omnimed required by law to
be filed have been filed and are true, complete and correct, and any
taxes payable in accordance with any return filed by Omnimed or in
accordance with any notice of assessment or reassessment issued by any
taxing authority have been so paid;
(t) Current Taxes. Adequate provisions have been made for taxes payable
for the current period for which tax returns are not yet required to
be filed and there are no agreements, waivers, or other arrangements
providing for an extension of time with respect to the filing of any
tax return by, or payment of, any tax, governmental charge or
deficiency by Omnimed. Omnimed is not aware of any contingent tax
liabilities or any grounds which would prompt a reassessment including
aggressive treatment of income and expenses in filing earlier tax
returns;
Omnimed - Applicable Laws and Legal Matters
(u) Licenses. Omnimed holds all licenses and permits as may be requisite
for carrying on the Omnimed Business in the manner in which it has
heretofore been carried on, which licenses and permits have been
maintained and continue to be in good standing except where the
failure to obtain or maintain such licenses or permits would not have
a material adverse effect on the Omnimed Business;
(v) Applicable Laws. Omnimed has not been charged with or received notice
of breach of any laws, ordinances, statutes, regulations, by-laws,
orders or decrees to which they are subject or which applies to them
the violation of which would have a material adverse effect on the
19
Omnimed Business, and, to the knowledge of the Omnimed Shareholders,
Omnimed is not in breach of any laws, ordinances, statutes,
regulations, by-laws, orders or decrees the contravention of which
would result in a material adverse impact on the Omnimed Business;
(w) Pending or Threatened Litigation. There is no material litigation or
administrative or governmental proceeding pending or threatened
against or relating to Omnimed, the Omnimed Business, or any of the
Omnimed Assets, nor do the Omnimed Shareholders have any knowledge of
any deliberate act or omission of Omnimed that would form any material
basis for any such action or proceeding;
(x) No Bankruptcy. Omnimed has not made any voluntary assignment or
proposal under applicable laws relating to insolvency and bankruptcy
and no bankruptcy petition has been filed or presented against Omnimed
and no order has been made or a resolution passed for the winding-up,
dissolution or liquidation of Omnimed;
(y) Labor Matters. Omnimed is not party to any collective agreement
relating to the Omnimed Business with any labor union or other
association of employees and no part of the Omnimed Business has been
certified as a unit appropriate for collective bargaining or, to the
knowledge of the Omnimed Shareholders, has made any attempt in that
regard.
(z) Finder's Fees. Omnimed is not party to any agreement which provides
for the payment of finder's fees, brokerage fees, commissions or other
fees or amounts which are or may become payable to any third party in
connection with the execution and delivery of this Agreement and the
transactions contemplated herein;
Execution and Performance of Agreement
(aa) Authorization and Enforceability. The execution and delivery of this
Agreement, and the completion of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate
action on the part of Omnimed;
(bb) No Violation or Breach. The execution and performance of this
Agreement will not
(i) violate the charter documents of Omnimed or result in any breach
of, or default under, any loan agreement, mortgage, deed of
trust, or any other agreement to which Omnimed is a party,
(ii) give any person any right to terminate or cancel any agreement
including, without limitation, Omnimed Material Contracts, or any
right or rights enjoyed by Omnimed,
(iii) result in any alteration of Omnimed's obligations under any
agreement to which Omnimed is a party including, without
limitation, the Omnimed Material Contracts,
(iv) result in the creation or imposition of any lien, encumbrance or
restriction of any nature whatsoever in favor of a third party
upon or against the Omnimed Assets,
(v) result in the imposition of any tax liability to Omnimed relating
to Omnimed Assets or the Omnimed Shares, or
(vi) violate any court order or decree to which Omnimed is subject;
Omnimed Assets - Ownership and Condition
20
(cc) Business Assets. The Omnimed Assets comprise all of the property and
assets of the Omnimed Business, and neither the Omnimed Shareholders
nor any other person, firm or corporation owns any assets used by
Omnimed in operating the Omnimed Business, whether under a lease,
rental agreement or other arrangement, other than as disclosed in the
Statement of Omnimed Equipment or the Statement of Omnimed Material
Contracts;
(dd) Title. Omnimed is the legal and beneficial owner of the Omnimed
Assets, free and clear of all mortgages, liens, charges, pledges,
security interests, encumbrances or other claims whatsoever, save and
except as disclosed in the Statement of Omnimed Equipment or the
Statement of Omnimed Material Contracts;
(ee) No Option. No person, firm or corporation has any agreement or option
or a right capable of becoming an agreement for the purchase of any of
the Omnimed Assets;
(ff) Omnimed Insurance Policies. Omnimed maintains the public liability
insurance and insurance against loss or damage to the Omnimed Assets
and the Omnimed Business as described in the Statement of Omnimed
Insurance;
(gg) Omnimed Material Contracts. The Omnimed Material Contracts listed in
the Statement of Omnimed Material Contracts constitute all of the
material contracts of Omnimed;
(hh) No Default. There has not been any default in any material obligation
of Omnimed or any other party to be performed under any of Omnimed
Material Contracts, each of which is in good standing and in full
force and effect and unamended (except as disclosed in the Statement
of Omnimed Material Contracts), and Omnimed is not aware of any
default in the obligations of any other party to any of the Omnimed
Material Contracts;
(ii) No Compensation on Termination. There are no agreements, commitments
or understandings relating to severance pay or separation allowances
on termination of employment of any employee of Omnimed. Omnimed is
not obliged to pay benefits or share profits with any employee after
termination of employment except as required by law;
Omnimed Assets - Omnimed Equipment
(jj) Omnimed Equipment. The Omnimed Equipment has been maintained in a
manner consistent with that of a reasonably prudent owner and such
equipment is in good working condition;
Omnimed Assets - Omnimed Goodwill and Other Assets
(kk) Omnimed Goodwill. Omnimed carries on the Omnimed Business only under
the name "Omnimed International, Inc.", and variations thereof and
under no other business or trade names. The Omnimed Shareholders do
not have any knowledge of any infringement by Omnimed of any patent,
trademark, copyright or trade secret;
The Business of Omnimed
(ll) Maintenance of Business. Since the date of the Omnimed Financial
Statements, the Omnimed Business has been carried on in the ordinary
course and Omnimed has not entered into any material agreement or
commitment except in the ordinary course; and
(mm) Subsidiaries. Omnimed does not own any subsidiaries and does not
otherwise own, directly or indirectly, any shares or interest in any
21
other corporation, partnership, joint venture or firm and Omnimed does
not own any subsidiary and does not otherwise own, directly or
indirectly, any shares or interest in any other corporation,
partnership, joint venture or firm.
Non-Merger and Survival
5.2 The representations and warranties of Omnimed contained herein will be true
at and as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by BIO-SOLUTIONS INTL, the representations
and warranties of Omnimed shall survive the Closing.
Indemnity
5.3 The Omnimed Shareholders agree to indemnify and save harmless BIO-SOLUTIONS
INTL from and against any and all claims, demands, actions, suits, proceedings,
assessments, judgments, damages, costs, losses and expenses, including any
payment made in good faith in settlement of any claim (subject to the right of
the Omnimed Shareholders to defend any such claim), resulting from the breach by
any of them of any representation or warranty of such party made under this
Agreement or from any misrepresentation in or omission from any certificate or
other instrument furnished or to be furnished by Omnimed or the Omnimed
Shareholders to BIO-SOLUTIONS INTL hereunder.
ARTICLE 6
COVENANTS OF OMNIMED AND
THE OMNIMED SHAREHOLDERS
Covenants
6.1 Omnimed and the Omnimed Shareholders covenant and agree with BIO-SOLUTIONS
INTL that they will:
(a) Conduct of Business. Until the Closing, conduct the Omnimed Business
diligently and in the ordinary course consistent with the manner in
which the Omnimed Business generally has been operated up to the date
of execution of this Agreement;
(b) Preservation of Business. Until the Closing, use their best efforts to
preserve the Omnimed Business and the Omnimed Assets and, without
limitation, preserve for BIO-SOLUTIONS INTL Omnimed's relationships
with their suppliers, customers and others having business relations
with them;
(c) Access. Until the Closing, give BIO-SOLUTIONS INTL and its
representatives full access to all of the properties, books,
contracts, commitments and records of Omnimed relating to Omnimed, the
Omnimed Business and the Omnimed Assets, and furnish to BIO-SOLUTIONS
INTL and its representatives all such information as they may
reasonably request;
(d) Procure Consents. Until the Closing, take all reasonable steps
required to obtain, prior to Closing, any and all third party consents
required to permit the Merger and to preserve and maintain the Omnimed
Assets, including the Omnimed Material Contracts, notwithstanding the
change in control of Omnimed arising from the Merger;
(e) Name Change. Forthwith after the Closing, Omnimed and the Omnimed
Shareholders shall take such steps are required to change the name of
22
BIO-SOLUTIONS INTL to "Omnimed International, Inc" or such similar
name as may be acceptable to the board of directors of BIO-SOLUTIONS
INTL;
Authorization
6.2 Omnimed hereby agrees to authorize and direct any and all federal, state,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting Omnimed to release any and all information in
their possession respecting Omnimed to BIO-SOLUTIONS INTL. Omnimed shall
promptly execute and deliver to BIO-SOLUTIONS INTL any and all consents to the
release of information and specific authorizations which BIO-SOLUTIONS INTL
reasonably require to gain access to any and all such information.
Survival
6.3 The covenants set forth in this Article shall survive the Closing for the
benefit of BIO-SOLUTIONS INTL.
ARTICLE 7
[INTENTIONALLY LEFT BLANK]
ARTICLE 8
CONDITIONS PRECEDENT
Conditions Precedent in favor of BIO-SOLUTIONS INTL
8.1 BIO-SOLUTIONS INTL's obligations to carry out the transactions contemplated
hereby are subject to the fulfillment of each of the following conditions
precedent on or before the Closing:
(a) all documents or copies of documents required to be executed and
delivered to BIO-SOLUTIONS INTL hereunder will have been so executed
and delivered;
(b) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by Omnimed or the Omnimed Shareholders at
or prior to the Closing will have been complied with or performed;
(c) title to the Omnimed Shares held by the Omnimed Shareholders and to
the Omnimed Assets will be free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances or other claims
whatsoever, save and except as disclosed herein;
(d) the Certificate of Merger shall be executed by Omnimed in form
acceptable for filing with the Nevada Secretary of State;
(e) subject to Article 9 hereof, there will not have occurred
(i) any material adverse change in the financial position or
condition of Omnimed, its liabilities or the Omnimed Assets or
any damage, loss or other change in circumstances materially and
adversely affecting Omnimed, the Omnimed Business or the Omnimed
Assets or Omnimed's right to carry on the Omnimed Business, other
than changes in the ordinary course of business, none of which
has been materially adverse, or
(ii) any damage, destruction, loss or other event, including changes
to any laws or statutes applicable to Omnimed or the Omnimed
Business (whether or not covered by insurance) materially and
23
adversely affecting Omnimed, the Omnimed Business or the Omnimed
Assets;
(f) Omnimed will have caused the Additional Omnimed Statements to be
prepared and delivered to BIO-SOLUTIONS INTL; and
(g) the transactions contemplated hereby shall have been approved by all
other regulatory authorities having jurisdiction over the subject
matter hereof, if any.
Waiver by BIO-SOLUTIONS INTL
8.2 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of BIO-SOLUTIONS INTL and any such condition may be waived
in whole or in part by BIO-SOLUTIONS INTL at or prior to the Closing by
delivering to Omnimed a written waiver to that effect signed by BIO-SOLUTIONS
INTL. In the event that the conditions precedent set out in the preceding
section are not satisfied on or before the Closing, BIO-SOLUTIONS INTL shall be
released from all obligations under this Agreement.
Conditions Precedent in Favor of Omnimed and the Omnimed Shareholders
8.3 The obligations of Omnimed and the Omnimed Shareholders to carry out the
transactions contemplated hereby are subject to the fulfillment of each of the
following conditions precedent on or before the Closing:
(a) all documents or copies of documents required to be executed and
delivered to Omnimed hereunder will have been so executed and
delivered;
(b) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by BIO-SOLUTIONS INTL at or prior to the
Closing will have been complied with or performed;
(c) BIO-SOLUTIONS INTL will have delivered the Acquisition Shares to be
issued pursuant to the terms of the Merger to Omnimed at the Closing
and the Acquisition Shares will be registered on the books of
BIO-SOLUTIONS INTL in the names of the holders of Omnimed Shares at
the Effective Time;
(d) title to the Acquisition Shares will be free and clear of all
mortgages, liens, charges, pledges, security interests, encumbrances
or other claims whatsoever;
(e) the Certificate of Merger shall be executed by the Acquirer in form
acceptable for filing with the Nevada Secretary of State;
(f) subject to Article 9 hereof, there will not have occurred
(i) any material adverse change in the financial position or
condition of BIO-SOLUTIONS INTL, its subsidiaries, their
liabilities or the BIO-SOLUTIONS INTL Assets or any damage, loss
or other change in circumstances materially and adversely
affecting BIO-SOLUTIONS INTL, the BIO-SOLUTIONS INTL Business or
the BIO-SOLUTIONS INTL Assets or BIO-SOLUTIONS INTL' right to
carry on the BIO-SOLUTIONS INTL Business, other than changes in
the ordinary course of business, none of which has been
materially adverse, or
(ii) any damage, destruction, loss or other event, including changes
to any laws or statutes applicable to BIO-SOLUTIONS INTL or the
BIO-SOLUTIONS INTL Business (whether or not covered by insurance)
24
materially and adversely affecting BIO-SOLUTIONS INTL, its
subsidiaries, the BIO-SOLUTIONS INTL Business or the
BIO-SOLUTIONS INTL Assets;
(h) the transactions contemplated hereby shall have been approved by all
other regulatory authorities having jurisdiction over the subject
matter hereof, if any;
(i) BIO-SOLUTIONS INTL will have delivered the Audited BIO-SOLUTIONS INTL
Financial Statements to Omnimed; and
(j) the satisfaction of all liabilities of BIO-SOLUTIONS INTL on or prior
to the Closing Date, including, but not limited to the conversion of
the liabilities described on Schedule C into an aggregate of 1,500,000
shares of common stock of BIO-SOLUTIONS INTL, save and except for
liabilities incurred in connection with the Merger.
Waiver by Omnimed and the Omnimed Shareholders
8.4 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of Omnimed and the Omnimed Shareholders and any such
condition may be waived in whole or in part by Omnimed or the Omnimed
Shareholders at or prior to the Closing by delivering to BIO-SOLUTIONS INTL a
written waiver to that effect signed by Omnimed and the Omnimed Shareholders. In
the event that the conditions precedent set out in the preceding section are not
satisfied on or before the Closing, Omnimed and the Omnimed Shareholders shall
be released from all obligations under this Agreement.
Nature of Conditions Precedent
8.5 The conditions precedent set forth in this Article are conditions of
completion of the transactions contemplated by this Agreement and are not
conditions precedent to the existence of a binding agreement. Each party
acknowledges receipt of the sum of $1.00 and other good and valuable
consideration as separate and distinct consideration for agreeing to the
conditions of precedent in favor of the other party or parties set forth in this
Article.
Termination
8.6 Notwithstanding any provision herein to the contrary, if the Closing does
not occur on or before November 30, 2004, this Agreement will be at an end and
will have no further force or effect, unless otherwise agreed upon by the
parties in writing.
Confidentiality
8.7 Notwithstanding any provision herein to the contrary, the parties hereto
agree that the existence and terms of this Agreement are confidential and that
if this Agreement is terminated pursuant to the preceding section the parties
agree to return to one another any and all financial, technical and business
documents delivered to the other party or parties in connection with the
negotiation and execution of this Agreement and shall keep the terms of this
Agreement and all information and documents received from Omnimed and
BIO-SOLUTIONS INTL and the contents thereof confidential and not utilize nor
reveal or release same.
ARTICLE 9
RISK
Material Change in the Business of Omnimed
9.1 If any material loss or damage to the Omnimed Business occurs prior to
Closing and such loss or damage, in BIO-SOLUTIONS INTL' reasonable opinion,
25
cannot be substantially repaired or replaced within sixty (60) days,
BIO-SOLUTIONS INTL shall, within two (2) days following any such loss or damage,
by notice in writing to Omnimed, at its option, either:
(a) terminate this Agreement, in which case no party will be under any
further obligation to any other party; or
(b) elect to complete the Merger and the other transactions contemplated
hereby, in which case the proceeds and the rights to receive the
proceeds of all insurance covering such loss or damage will, as a
condition precedent to BIO-SOLUTIONS INTL' obligations to carry out
the transactions contemplated hereby, be vested in Omnimed or
otherwise adequately secured to the satisfaction of BIO-SOLUTIONS INTL
on or before the Closing Date.
Material Change in the BIO-SOLUTIONS INTL Business
9.2 If any material loss or damage to the BIO-SOLUTIONS INTL Business occurs
prior to Closing and such loss or damage, in Omnimed's reasonable opinion,
cannot be substantially repaired or replaced within sixty (60) days, Omnimed
shall, within two (2) days following any such loss or damage, by notice in
writing to BIO-SOLUTIONS INTL, at its option, either:
(a) terminate this Agreement, in which case no party will be under any
further obligation to any other party; or
(b) elect to complete the Merger and the other transactions contemplated
hereby, in which case the proceeds and the rights to receive the
proceeds of all insurance covering such loss or damage will, as a
condition precedent to Omnimed's obligations to carry out the
transactions contemplated hereby, be vested in BIO-SOLUTIONS INTL or
otherwise adequately secured to the satisfaction of Omnimed on or
before the Closing Date.
ARTICLE 10
CLOSING
Closing
10.1 The Merger and the other transactions contemplated by this Agreement will
be closed at the Place of Closing in accordance with the closing procedure set
out in this Article.
Documents to be Delivered by Omnimed
10.2 On or before the Closing, Omnimed and the Omnimed Shareholders will deliver
or cause to be delivered to BIO-SOLUTIONS INTL:
(a) the original or certified copies of the charter documents of Omnimed
and all corporate records documents and instruments of Omnimed and all
books and accounts of Omnimed;
(b) all reasonable consents or approvals required to be obtained by
Omnimed for the purposes of completing the Merger and preserving and
maintaining the interests of Omnimed under any and all Omnimed
Material Contracts and in relation to Omnimed Assets;
(c) certified copies of such resolutions of the shareholders and directors
of Omnimed as are required to be passed to authorize the execution,
26
delivery and implementation of this Agreement;
(d) an acknowledgement from Omnimed and the Omnimed Shareholders of the
satisfaction of the conditions precedent set forth in section 8.3
hereof;
(e) the Certificate of Merger, duly executed by Omnimed; and
(f) such other documents as BIO-SOLUTIONS INTL may reasonably require to
give effect to the terms and intention of this Agreement.
Documents to be Delivered by BIO-SOLUTIONS INTL
10.3 On or before the Closing, BIO-SOLUTIONS INTL shall deliver or cause to be
delivered to Omnimed and the Omnimed Shareholders:
(a) share certificates representing the Acquisition Shares duly registered
in the names of the holders of shares of Omnimed Common Stock;
(b) certified copies of such resolutions of the directors of BIO-SOLUTIONS
INTL as are required to be passed to authorize the execution, delivery
and implementation of this Agreement;
(c) a certified copy of a resolution of the directors of BIO-SOLUTIONS
INTL dated as of the Closing Date appointing the nominees of Omnimed
as officers of Omnimed;
(d) an undated resolution of the directors of BIO-SOLUTIONS INTL
appointing the nominee of the Omnimed Shareholders listed below in
Article 11 to the board of directors of BIO-SOLUTIONS INTL;
(e) undated resignation of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as a director of
BIO-SOLUTIONS INTL;
(f) an acknowledgement from BIO-SOLUTIONS INTL of the satisfaction of the
conditions precedent set forth in section 8.1 hereof;
(g) the Certificate of Merger, duly executed by the Acquirer;
(h) such other documents as Omnimed may reasonably require to give effect
to the terms and intention of this Agreement.
ARTICLE 11
POST-CLOSING MATTERS
Forthwith after the Closing, BIO-SOLUTIONS INTL, Omnimed and the Omnimed
Shareholders, as the case may be, agree to use all their best efforts to:
(a) file the Certificate of Merger with Secretary of State of the State of
Nevada;
(b) within 10 days of the Closing, take such steps are required to change
the name of BIO-SOLUTIONS INTL to "OmniMed International, Inc" or such
similar name as may be acceptable to the board of directors of
BIO-SOLUTIONS INTL;
27
ARTICLE 12
GENERAL PROVISIONS
Arbitration
12.1 The parties hereto shall attempt to resolve any dispute, controversy,
difference or claim arising out of or relating to this Agreement by negotiation
in good faith. If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of New York, New York.
Notice
12.2 Any notice required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
telecopier. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by telecopier shall be deemed to have been received on
the actual date of delivery.
Addresses for Service
12.3 The address for service of notice of each of the parties hereto is as
follows:
(a) BIO-SOLUTIONS INTL or the Acquirer:
BIO-SOLUTIONS INTL, Inc.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
(b) Omnimed or the Omnimed Shareholders:
Omnimed International, Inc.
----------------
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ 07927________________
With a copy to:
Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Change of Address
12.4 Any party may, by notice to the other parties change its address for notice
to some other address in the United States and will so change its address for
notice whenever the existing address or notice ceases to be adequate for
28
delivery by hand. A post office box may not be used as an address for service.
Further Assurances
12.5 Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other party may
reasonably require to carry out and give effect to the terms and intention of
this Agreement.
Time of the Essence
12.6 Time is expressly declared to be the essence of this Agreement.
Entire Agreement
12.7 The provisions contained herein constitute the entire agreement among
Omnimed, the Omnimed Shareholders, the Acquirer and BIO-SOLUTIONS INTL
respecting the subject matter hereof and supersede all previous communications,
representations and agreements, whether verbal or written, among Omnimed, the
Omnimed Shareholders, the Acquirer and BIO-SOLUTIONS INTL with respect to the
subject matter hereof.
Enurement
12.8 This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assigns.
Assignment
12.9 This Agreement is not assignable without the prior written consent of the
parties hereto.
Counterparts
12.10 This Agreement may be executed in counterparts, each of which when
executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same Agreement. Delivery of
executed copies of this Agreement by telecopier will constitute proper delivery,
provided that originally executed counterparts are delivered to the parties
within a reasonable time thereafter.
Applicable Law
12.11 This Agreement is subject to the laws of the State of Nevada.
[Remainder of page intentionally left blank.]
29
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
BIO-SOLUTIONS INTL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
______________________________
-------------------------------
Witness
______________________________
-------------------------------
Name
______________________________
-------------------------------
Address
------------------------------
OMNIMED ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
______________________________
-------------------------------
Witness
______________________________
-------------------------------
Name
______________________________
-------------------------------
Address
------------------------------
OMNIMED INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
______________________________
-------------------------------
Witness
______________________________
-------------------------------
Name
______________________________
-------------------------------
Address
------------------------------
30
SHAREHOLDERS
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Vantage Holding Ltd.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
31
Schedule "C"
BIO-SOLUTIONS INTL Accounts Payable and Liabilities
At June 30, 2005, Bio-Solutions owed the following two entities the amounts set
forth below:
Access Investments, Inc.:
$266,797.48 - principal
$124,140.74 - interest*
-----------
$390,938.22 - Total
* - Interest accrues on this loan at the rate of $6,669.94 per month.
Kissimmul, Inc.:
$138,199.52 - principal
$ 74,429.10 - interest
-----------
$390,938.22 - Total
* - Interest accrues on this loan at the rate of $3,454,99 per month.
The aforementioned debt, which has been subsequently assigned, is being
converted into an aggregate of 1,500,000 shares of common stock of the Company.
32
Schedule "D"
BIO-SOLUTIONS INTL Accounts Receivable
N/A
33
Schedule "E"
BIO-SOLUTIONS INTL Bank Accounts
N/A
34
Schedule "F"
BIO-SOLUTIONS INTL Debts to Related Parties
N/A
35
Schedule "G"
BIO-SOLUTIONS INTL Equipment
N/A
36
Schedule "H"
BIO-SOLUTIONS INTL Insurance Policies
N/A
37
Schedule "I"
BIO-SOLUTIONS INTL Inventory
N/A
38
Schedule "J"
BIO-SOLUTIONS INTL Material Contracts
N/A
39
Schedule 5.1 __
Omnimed Options, Warrant or Other Rights
Omnimed has entered into five employment agreements pursuant to which the
employees are entitled to receive a maximum of an additional 875,000 shares of
common stock and 150,000 stock options.
In addition, Omnimed has a Stock Option Plan for which it has reserved 3,300,000
shares of common stock. As indicated above, 150,000 options have already been
granted pursuant to the employment agreements.