Share Purchase Agreement
THIS AGREEMENT made as of this
1st
Day of March, 0000
X
X X X X X X:
Westmont
Resources, Inc. a Company registered in the State of Nevada, USA (hereinafter
the “Purchaser”)
- and -
The
Shareholders of Get2Networks, Inc. a Company registered in the State of Nevada,
USA (hereinafter the “Vendors”)
WHEREAS the Vendors are the
registered and beneficial owners of all of the issued and outstanding shares
(the “Purchased Shares”) in the capital stock of Get2Networks, Inc. (the
“Corporation”);
AND WHEREAS the Vendors wish
to sell 100% of the Purchased Shares to the Purchaser, and the Purchaser agrees
to purchase the Purchased Shares from the Vendors in accordance with the terms
and conditions of this Agreement;
THIS AGREEMENT WITNESSES that
in consideration of the covenants, agreements, warranties and payments herein
set out and provided for, the parties hereto covenant and agree as
follows:
ARTICLE
1
PURCHASED
SHARES AND PURCHASE PRICE
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1.1
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Subject
to the terms and conditions hereof, the Vendors agree to sell to the
Purchaser and the Purchaser agrees to purchase from the Vendors the
Purchased Shares.
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1.2
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The
purchase price payable by the Purchaser to the Vendors for the Purchased
Shares of the Corporation shall be 43,300,000 Restricted Common Shares of
Westmont Resources, Inc., which shares shall be issued subject to the
conditions specified in Article 3 of this Agreement. These
Shares issued are noticed and intended to represent a 49% interest in the
Issued and Outstanding Common Stock Shares of the
Company.
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ARTICLE
2
REPRESENTATIONS
AND WARRANTIES OF THE VENDORS
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2.1
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The
Vendors covenant, represent and warrant as follows and acknowledge that
the Purchaser is relying upon such covenants, representations and
warranties in connection with the purchase by the Purchaser of the
Purchased Shares:
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(a)
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The
Corporation has been duly incorporated and is organized, validly
subsisting and in good standing under the laws of the State of Nevada,
USA.
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1
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(b)
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The
Corporation is duly qualified as a corporation to do business and is in
good standing in each jurisdiction in which the nature of the business
conducted by it or the property owned or leased by it makes such a
qualification necessary.
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(c)
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The
authorized capital of the Corporation consists of the
following:
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1,500
common shares without par value of which 1,500 shares have been duly issued and
are outstanding as fully paid and non-assessable.
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(d)
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No
person, firm or corporation has any agreement or option, or any right or
privilege capable of becoming an agreement or option for the purchase from
the Vendors of any of the Purchased
Shares.
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(e)
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No
person, firm or corporation has any agreement or option or any right or
privilege capable of becoming an agreement, including convertible
securities, warrants or convertible obligations of any nature, for the
purchase, subscription, allotment or issuance of any of the unissued
shares in the capital of the Corporation or of any securities of the
Corporation.
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(f)
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The
Vendors are the registered and beneficial owners of the Purchased Shares,
with good and marketable title thereto, free and clear of any pledge,
lien, charge, encumbrance or security interest of any kind and the Vendors
have the power and authority and right to sell the Purchased Shares in
accordance with the terms of this
Agreement.
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(g)
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The
books and records of the Corporation fairly and correctly set out and
disclose in all material respects, in accordance with generally accepted
accounting principles, the financial position of the Corporation as of the
date thereof and all material financial transactions of the Corporation
relating to its business have been accurately recorded in such books and
records.
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(h)
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The
corporate records and minutes of the Corporation contain complete and
accurate minutes of all meetings of the directors and shareholders of the
Corporation held since incorporation of the Corporation held since
incorporation of the Corporation, all such meetings were duly called and
held, the share certificate books, register of shareholders, register of
transfers, and register of directors of the Corporation are complete and
accurate and all eligible tax payable in connection with the transfer of
any securities of the Corporation has been duly
paid.
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(i)
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There
are no actions, suits, proceedings, investigations or claims now
threatened or pending against the Corporation in respect of taxes,
governmental charges or assessments, or any matters under discussion with
any governmental authority relating to taxes, governmental charges or
assessments asserted by any such
authority.
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2
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(j)
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The
Corporation has no loans or indebtedness outstanding which have been made
to directors, former directors, officers, shareholders and/or employees of
the Corporation. Any Loans or indebtedness have been fully
disclosed on the books of the
Company.
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(k)
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The
Corporation has good and marketable title to its assets, free and clear of
any and all claims, liens, encumbrances and security interests
whatsoever.
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(l)
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The
Corporation has no subsidiaries or agreements of any nature to acquire any
subsidiary or to acquire or lease any other business operations and will
not prior to the time of closing acquire, or agree to acquire, any
subsidiary or business without the prior written consent of the Purchaser
other than what has been communicated to
date.
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(m)
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Up
to the time of closing there has been no change and will have been no
change in the business, operations, affairs or condition of the
Corporation, financial or otherwise, or arising as a result of any
legislative or regulatory change, revocation of any license or right to do
business, fire, explosion, accident, casualty, labor trouble, flood,
drought, riot, storm, condemnation, act of God or otherwise, except
changes occurring in the ordinary course of business, which changes have
not adversely affected and will not adversely affect the organization,
business, properties, prospects and financial condition of the
Corporation.
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(n)
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All
receivables recorded on the books of the Corporation are bona fide and
good and do not include any work in progress and, subject to an allowance
for doubtful accounts taken in accordance with generally accepted
accounting principles, are collectable without set off or
counterclaim.
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(o)
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All
vacation pay, bonuses, commissions and other emoluments are reflected and
have been accrued in the books of account of the
Corporation.
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(p)
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The
Corporation has duly and timely filed all tax returns required to be filed
by it and has paid all taxes which are due and payable, and has paid all
assessments and reassessments, and all other taxes, governmental charges,
penalties, interest and fines due and payable by it on or before the date
hereof. The Internal Revenue Service income tax liability and any State
tax liabilities, if applicable, of the Corporation have been assessed for
all fiscal years to the date hereof. Adequate provision has been made for
taxes payable for the current period for which tax returns are not yet
required to be filed. 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 against, the
Corporation.
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3
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There
are no actions, suits, proceedings, investigations or claims now
threatened or pending against the Corporation in respect of taxes,
governmental charges or assessments, or any matters under discussion with
any governmental authority relating to taxes, governmental charges or
assessments asserted by any such authority. The Corporation has withheld
from each payment made to any of its present or former officers,
directors, and employees the amount of all taxes, including but not
limited to income tax, and other deductions required to be withheld
therefrom and has paid the same to the proper tax or other receiving
officers within the time required under any applicable tax
legislation.
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(q)
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The
business of the Corporation has been and will be carried on in the
ordinary and normal course up to the time of
closing.
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(r)
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The
Corporation has not, directly or indirectly, declared or paid any
dividends or declared or made any other distribution on any of its shares
of any class except as recorded in its books and records, and has not,
directly or indirectly, redeemed, purchased or otherwise acquired any of
its shares of any class or agreed to do
so.
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(s)
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The
Corporation is not a party to or bound by any agreement of guarantee,
indemnification, assumption or endorsement or any other like commitment of
the obligations, liabilities (contingent or otherwise) or indebtedness of
any other person, firm or
corporation.
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(t)
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The
Corporation is not a party to any written or oral employment, service or
pension agreement.
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(u)
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The
Corporation does not have any outstanding agreement (including employment
agreements), contract or commitment, whether written or oral, of any
nature or kind whatsoever.
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(v)
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The
Corporation is not in default or breach of any contracts or agreements
(written or oral), or indentures or other instruments to which it is a
party and there exists no state of facts which after notice or lapse of
time or both would constitute such a default or breach, and all such
contracts, agreements, indentures or other instruments are now in good
standing and the Corporation is entitled to all benefits thereunder except
as otherwise disclosed herein. The Corporation is under no obligation in
respect of its business which the Corporation cannot reasonably be
expected to fulfill in the ordinary course of its
business.
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4
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(w)
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There
are not material liabilities of the Corporation of any kind whatsoever,
whether or not accrued and whether or not determined or determinable, in
respect of which the Corporation or the Purchaser may become liable on or
after the consummation of the transactions contemplated by this Agreement
other than:
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(i)
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Liabilities
disclosed on, reflected in or provided for in the financial statements of
the Corporation.
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(ii)
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Liabilities
disclosed or referred to in this Agreement;
and
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(iii)
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Liabilities
arising solely due to actions of the
Purchaser.
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2.2
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The
covenants, representations and warranties of the Vendors contained in this
Agreement and contained in any document or certificate given pursuant
hereto shall survive the closing of the purchase and sale of the Purchased
Shares herein provided for and, notwithstanding such closing, or any
investigation made by or on behalf of the Purchaser, shall continue in
full force and effect for the benefit of the Purchaser for a period of
three (3) years following closing of the transaction provided for herein
after which time the Vendors shall be released from all obligations and
liabilities hereunder in respect of such representations and warranties
except with respect to any claims made by the Purchaser in writing prior
to the expiration of such period.
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ARTICLE
3
CONDITIONS
OF CLOSING
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3.1
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The
actions to be taken by the parties to close this transaction shall take
place on or before March 1, 2009 (the "Closing
Date").
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3.2
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The
sale and purchase of the Purchased Shares are subject to the following
terms and conditions for the exclusive benefit of the Purchaser to be
fulfilled or performed at or prior to
closing:
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(a)
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The
covenants, representations and warranties of the Vendors contained in
Article 2 hereof, shall be true and correct as of the date hereof, and
shall be true and correct on and as of closing with the same force and
effect as though such covenants, representations and warranties had been
made on and as of such date.
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(b)
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The
Vendors shall deliver to the Purchaser the Financial Statements for the
previous two (2) completed fiscal years in accordance with GAAP
standards.
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5
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(c)
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The
Vendors shall provide to the Purchaser Quarterly Financial Statements for
the current fiscal year of the Corporation. Such
Quarterly Financial Statements shall be reviewed by Westmont’s
Auditor.
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(d)
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The
Purchaser, at its sole discretion, shall determine if the information
contained in these documents referred to in 3.2 (b) and 3.2 (c) is of
sufficient quality as to not negatively impact the Purchaser’s future
plans to migrate the company to a more senior US or International Stock
Exchange.
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(e)
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The
Vendors shall deliver to the Purchaser copies of the corporate records as
requested by the Purchaser to complete the due diligence
process.
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(f)
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The
Vendors herewith irrevocably authorize the Purchaser to continue the
Corporation in the state of Nevada, USA upon execution of this
Agreement.
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3.3
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The
Purchaser will cause the resignation of Xx. Xxxxx Xxxx and Xx. Xxxxx
XxXxxxxxx from the Westmont Resources Inc. Board of
Directors. In addition The Board will appoint two individuals
to be designated by the Vendors to the Purchasers Board of
Directors.
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ARTICLE
4
INDEMNIFICATION
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4.1
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The
Vendors agree to indemnify and save harmless the Purchaser and the
Corporation of and from any loss whatsoever arising out of, under or
pursuant to:
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(a)
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Any
material loss suffered by the Purchaser or the Corporation as a result of
any breach or inaccuracy of representation, warranty or covenant contained
in this Agreement; and
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(b)
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All
claims, demands, costs and expenses reasonably incurred in respect of the
foregoing.
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ARTICLE
5
GENERAL
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5.1
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Each
of the parties hereto will from time to time at the other’s request and
expense and without further consideration, execute and deliver such other
instruments of transfer, conveyance and assignment and take such further
action as the other may require to more effectively complete any matter
provided for herein.
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5.2
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Any
notice, direction or instrument required or permitted to be given to the
Vendors hereunder shall be in writing and may be given by facsimile, email
or mailing the same postage prepaid or delivering addressed to the Vendors
at their current US address.
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6
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Get2Networks,
Inc.
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0000
Xxxxxxx Xxxxx, Xxxxx 000
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0000
Xxxxxx Xxx X, Xxxxx 000
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Xxxxx
Xxxxxx, XX 00000
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Xxxxxxx,
Xxxxxxxxxx 00000
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Tel:
(000) 000-0000
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Tel:
(000) 000-0000
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5.3
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Any
notice, direction or other instrument required or permitted to be given to
the Purchaser hereunder shall be in writing and may be given facsimile,
email or by mailing the same postage prepaid, or delivering the same
addressed to the Purchaser or Vender at the following
addresses:
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5.4
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Any
notice, direction or other instrument aforesaid, if sent by Email,
Facsimile or delivered shall be deemed to have been given or made on the
date on which it was Emailed, faxed or delivered, or if mailed, shall be
deemed to have been given or made on the fifth business day following the
day on which it was mailed.
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5.5
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The
Parties may change their addresses for service from time to time by notice
given in accordance with the
foregoing.
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5.6
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Time
shall be of the essence of this
Agreement.
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5.7
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This
Agreement, including the Schedules hereto, constitutes the entire
agreement between the parties hereto. There are not and shall not be any
verbal statements, representations, warranties, undertakings or agreements
between the parties and this Agreement may not be amended or modified in
any respect except by written instrument signed by the parties
hereto.
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5.8
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This
Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the state of
Nevada, USA.
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5.9
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This
Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, legal personal representatives,
successors and assigns.
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5.10
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The
parties acknowledge that the recitals herein are true and correct in all
material respects.
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5.11
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This
Agreement may be executed by in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument. Counterparts may be
executed in original, faxed or scanned form and the parties adopt all
signatures received by a receiving fax machine or email as original
signatures of the parties; provided, however, that any party providing its
signature in such manner shall promptly forward the other parties an
original of the signed copy of this Agreement which was faxed or
emailed.
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7
SIGNATURE
PAGE
IN WITNESS WHEREOF the parties
hereto have executed this Agreement as of the date first above
written.
Signed
by Vendors:
/s/
Xxxxxxxx Xxxxxx
Xx.
Xxxxxxxx Xxxxxx – President
Get2Network,
Inc.
Signed
By Purchaser:
/s/
Xxxxx Xxxxxxx
Xx. Xxxxx
Xxxxxxx – CEO
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