STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is made
and entered into this 30th day of September 2008 by and among (i) Xxxxxx Xxxxxx,
an individual, whose address is 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xx. Xxxxxx, XX
00000, (the “Seller”) and (ii)
Xxxxx Xxxxxxxx, an individual, whose address is 000 Xxxx Xx., 00xx Xxxxx,
Xxx Xxxx XX 00000, and Xxxxx Xxxx, an individual, whose address is 000 Xxxx Xx.,
00xx
Xxxxx, Xxx Xxxx XX 00000, (individually, each a “Buyer”, and,
collectively, the “Buyers”, and,
together with the Seller, the “Parties”, and each, a
“Party”).
RECITALS:
WHEREAS, the Parties desire
that Buyers shall each acquire from Seller an approximate 19.6% interest of the
common stock, par value $0.001 per share, of Westmont Resources, Inc., a Nevada
corporation, (the “Company”) ;
and
WHEREAS, in order to effect
that acquisition, the Seller will sell to the Buyers and the Buyers will
purchase from the Seller an aggregate of Three Million Six Hundred Sixty-six
Thousand Six Hundred Sixty-seven (3,666,667) shares of Company’s common stock,
on the terms and conditions set forth herein below.
AGREEMENT:
NOW, THEREFORE, in
consideration of the foregoing recitals, the mutual promises hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
Article
I
1.01 Purchase and
Sale. Subject to the terms and conditions of this
Agreement and in reliance upon the representations, warranties, covenants and
agreements contained herein, The Seller agrees to sell to Buyers and each of
Buyers hereby agrees to purchase from the Seller an aggregate of Three Million
Six Hundred Sixty-six Thousand Six Hundred Sixty-seven (3,666,667) shares of the
Company’s common stock, par value $0.001 per share (the “Common Shares”), in
exchange for delivery by Buyers to the Seller of cash in the aggregate sum of
Six Thousand Dollars ($6,000.00) (the “Purchase Price”) on
the date mutually agreed upon by the parties to be the date on which to close
the transaction which is the subject of this Agreement (the “Closing
Date”).
1.02 Certificates to be Delivered
by Company. Within five (5) business days following the
Closing Date, and subject to the terms and conditions of this Agreement, the
Seller hereby agrees to deliver to each Buyer a Certificate, registered in
Buyer’s name and representing his portion of the Common Shares, as set forth on
the signature page hereof. The Common Shares will be delivered free
of any claims or liens or encumbrances. The Common Shares shall be
issued pursuant to an exemption from registration under the Securities Act of
1933, as amended (the “1933 Act”) and from
registration under any and applicable state securities laws. The certificates
representing the Common Shares shall bear the following restrictive legend set
forth in Rule 144 of the Rules and Regulation of the 1933 Act as well as any
appropriate legend required under applicable state securities laws:
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THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (1) IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT OR
APPLICABLE STATE SECURITIES LAWS, OR (2) IN THE ABSENCE OF AN OPINION OF
COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
THE 1933 ACT OR (3) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144
UNDER SAID ACT.
1.03 Delivery of Consideration by
Buyer. On the Closing Date, and subject to the terms and
conditions of this Agreement, Buyer hereby agrees to deliver to the Company the
Purchase Price in the form of a check or checks.
Article
II
2.01 Company Financial
Statements. Each of the Buyers hereby acknowledges and agrees
that he has had an opportunity to review the Company’s Annual Report for the
period ended May 31, 2008, as filed with the Securities and Exchange Commission
(the “SEC”) on September 9, 2008.
Article
III
The
Seller hereby represents and warrants to Buyers as follows:
3.01 Authority. The
Seller has the right, power, authority and legal capacity to enter into and
perform under this Agreement and to consummate the transactions contemplated
hereby. This Agreement constitutes the legal, valid and binding
obligation of the Seller, enforceable in accordance with its terms and
conditions.
3.02 Delivery of
Stock. The
Seller will cause the issuance and delivery of the Common Shares free and clear
of any lien, mortgage, adverse claim, charge, security interest, encumbrance,
limitation, contract, agreement, arrangement, understanding, instrument
obligation, defect or irregularity. By payment of the Purchase Price
and receipt of the Common Shares certificates, Buyers have acquired good and
marketable title to the Common Shares, free and clear, subject to such
restrictions on resale as may exist under applicable security laws.
3.03 Organization. The
Company is a corporation duly organized and validly existing under the laws of
the State of Nevada currently trading on the OTCBB under the trading symbol
(“WMNT”).
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3.04 Common
Stock. The authorized capital of the Company
consists of Seventy-five Million (75,000,000) shares of Common Stock, of which
there are Nine Million Three Hundred Thirty-three Thousand (9,333,000) shares
issued and outstanding as of the date of this Agreement and that the Seller is
the registered and legal owner of Five Million Five Hundred Thousand (5,500,000)
shares of Common Stock. All shares of the Company’s capital stock are
validly issued and outstanding, fully paid and non-assessable and have not been
issued in violation of the preemptive rights of any other person to any shares
of stock of the Company.
Article
IV
Each of
the Buyers hereby represents and warrants to the Seller as follows:
4.01 Experience. He has
such knowledge and experience in financial and business matters that he is
capable of an evaluation of the merits and risks of this
investment;
4.02 Risk. He
is aware that the purchase of the Common Shares is highly speculative and
subject to substantial risks. He is capable of bearing the high
degree of economic risk and burdens of this venture, including, but not limited
to, the possibility of a complete loss, the lack of a sustained and orderly
public market, and limited transferability of the Common Shares, which may make
the liquidation of this investment impossible for the indefinite
future;
(a) No
Distribution. His portion of the Common Shares is being
acquired solely for his own account, for investment, and is not being purchased
with a view to resale, distribution, subdivision, or fractionalization
thereof;
Article
V
5.01 Conditions
Subsequent. Following the Closing Date, the
Company shall forthwith take, and make effective, the following corporate
actions (the “Required
Corporate Actions”).
(a) The
Buyers shall be named Officers and Directors of the Company;
(b) The
Company will file with the SEC and distribute to the Company’s stockholders a
Schedule 14(f)1 Information Statement and to file a Current Report on Form 8-K,
reporting the transaction which is the subject of this Agreement.
Article
VI
6.01 Expenses. The
Company and Buyer shall each bear their own legal, accounting and other costs
and expenses incident to the negotiation and consummation of this Agreement and
the transactions contemplated herein.
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6.02 Notices. All
notices and other communications hereunder to a Party hereto shall be deemed to
be properly given if delivered personally or mailed to it by certified or
courier delivery mail (return receipt requested) to the address for each Party
provided in the Preamble to this Agreement or at such other address as may have
been provided in writing subsequent to the date of this Agreement.
6.03 Headings. The
descriptive headings are inserted for convenience only and do not constitute a
part of the Agreement.
6.04 Prior
Agreements. This Agreement shall supersede all
prior agreements, documents, Memorandums of Understanding and other instruments
with respect to the matters covered hereby.
6.05 Amendments. This
Agreement may not be amended except by an instrument in writing signed on behalf
of each Party hereto.
6.06 Further
Actions. Each Party shall execute and
deliver, without delay such other certificates, agreements, and other documents
and take such other actions as may reasonably be requested by the other Party in
order to consummate or implement the transactions contemplated by this
Agreement.
6.07 Assignment. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and permitted
assigns. Except as provided in herein, nothing in this Agreement,
express or implied is intended to confer upon any person other than the Parties
hereto and their respective successors and permitted assigns, any rights
remedies or obligations under or by reason of this Agreement.
6.08 Governing
Law. The terms and conditions of this
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Texas not withstanding any conflict of law.
6.09 Counterparts. This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed an original, but all of which together shall constitute
one and the same instrument.
6.10 Invalidity. If
any term or provision of this Agreement shall be held to be illegal or
unenforceable, in whole or in part, under any enactment or rule or law, the term
or provisions shall to that extent be deemed not to form part of this Agreement
and the enforceability of the remainder of the Agreement shall not be
affected.
[SIGNATURES
ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the
Parties hereto have duly executed this Agreement on the date first above
written.
SELLER:
/s/ Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxx
BUYERS:
/s/ Xxxxx
Xxxxxxxx Acquiring
1,833,334 shares.
Xxxxx
Xxxxxxxx
/s/ Xxxxx
Xxxx
Acquiring 1,833,333 shares.
Xxxxx
Xxxx
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