COMMON STOCK PURCHASE AGREEMENT Private and Confidential
Private
and Confidential
THIS
COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last date
executed below (the “Effective Date”), by and among Belmont Partners, LLC, a
Virginia limited liability company, with a principal address of 000 Xxxx Xxxxxx,
Xxxxxxxxxx, XX 00000 (“Buyer”), Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx,
individuals with a principal address of 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000
(“Sel1ers”), and XXX Consulting, Inc., a public vehicle with ticker symbol
“WSCU” organized in the state of Florida (the “Company”) (Buyer, Sellers and
Company each a “Party” and collectively the “Parties”).
WITNESSETH:
WHEREAS,
the Company currently has one million two hundred and five thousand (l,205,000)
common shares issued and outstanding and no preferred shares issued and
outstanding and Sellers own a majority of the capital stock of the Company
consisting of at least nine hundred seventy two thousand (972,000) shares of
common stock (the “Stock”), and
NOW,
THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, and subject to the terms and conditions
hereof, the Parties agree as follows:
l. Agreement to Purchase and
Sell.
a) Sellers
will sell to Buyer and Buyer agrees to purchase the Stock of the Company for one
hundred seventy-five thousand five hundred U.S. Dollars ($175,000.00) (the
“Purchase Price”), on five (5) business days from the last executed date below,
but no later than the close of business on July 30, 2009 (the “Closing”),
payable according to the terms and conditions set forth in Section 3 herein;
and
b) Twenty
percent (20%) of Buyer’s Position in the Company (as defined in Section 3(b)
herein) according to the terms and conditions set forth in Section 3
herein.
2. Closing. On or before
the Closing the Parties shall perform;
a) Buyer
and Sellers shall exchange fully executed copies of this Agreement;
b) Sellers
shall cause the Board of Directors of the Company to execute a resolution
approving the terms of this Agreement and whereby all current directors resign
and Buyer, or Buyer’s designee, is appointed as the sole Director of the Company
(the “Appointment”);
c) Sellers
shall deliver to the Buyer the Appointment;
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d) Sellers
shall deliver to the Buyer fully executed documentation to completely effectuate
the transfer of stock pursuant to this Agreement.
e) Sellers
shall deliver to the Buyer true and correct copies of all of the Company’s
business, financial and corporate records including but not limited to:
correspondence files, bank statements, tax records, checkbooks, minutes of
shareholder and directors meetings, financial statements, shareholder listings,
stock transfer records, agreements and contracts (collectively the
“Records”);
f) Sellers
shall deliver to the Buyer on or before the Closing, the certificate(s)
evidencing the Stock together with valid signed stock power, gold medallion
guaranteed together with all documents necessary to effectuate the transfer of
the shares, including but not limited to a board resolution demonstrating
signature authority if the shares are in the name of a legal
entity.
3. Payment
Terms.
a) On
or before the Closing, Buyer shall deposit one hundred seventy-five thousand
five hundred U.S. Dollars ($175,000.00) (the “Deposit”) with Escrow, LLC (the
“Escrow Agent”), on behalf of the Buyer (the “Escrowed Funds”), Upon Closing,
the Buyer shall cause the Escrowed Funds to be released to the
Sellers.
b) Upon
receipt by Buyer, Buyer shall deliver to Sellers twenty percent (20%) of the
Buyer’s post-transaction position in the Company (“Sellers’
Position”).
c) On
or before the Closing, Sellers shall deposit the certificate(s) representing the
Stock into escrow with the Escrow Agent (the “Escrowed Stock”). Upon
Closing, the Sellers shall cause the Escrowed Stock to be released to the
Buyer.
4. Representations and
Warranties of Comp any and Sellers. Company and Sellers hereby
represent and warrant to Buyer that the statements in the following paragraphs
of this Section 4 are all true and complete as of the date hereto, and shall be
true and correct as of the Closing:
a) Title
to Stock. Company has sole managerial and dispositive authority with
respect to the Stock; and has not granted any person a proxy that has not
expired or been validly withdrawn. The sale and delivery of the Stock to Buyer
pursuant to this Agreement will vest in Buyer the legal and valid title to the
Stock, free and clear of all liens, security interests, adverse claims or other
encumbrances of any character whatsoever (“Encumbrances”) (other than
Encumbrances created by Buyer and restrictions on resales of the Stock under
applicable securities laws).
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Buyer:
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Company:
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b) Shareholder
List. The shareholder list provided by Sellers to Buyer pursuant to Section 3(f)
herein shall be an current and accurate representation of the capitalization of
the Company as of Closing. Additionally, Sellers and Company
represent and warrant that the Company has not at any time acted as its own
transfer agent
c) Liabilities
of the Company. The Company has no liabilities that have not been previously
disclosed to Buyer and listed in Schedule A herein, that are likely to have a
Material Adverse Effect on the business or financial condition of the Company.
For purposes of this Agreement, Material Adverse Effect shall mean any liability
of the Company as of the Closing which would require a payment by the Company in
excess of one thousand dollars ($l,000.00) in the aggregate.
d) Full
Power and Authority. Sellers represent that they have full power and authority
to enter into this Agreement, to transfer the Stock to the Buyer and to transfer
control of the Company to the Buyer.
e) As
of the date of Closing, the Company is duly organized and in good standing in
the State of Florida.
f) Warrants
and Options. As of the date of Closing, the Company does not have any
outstanding warrants and/or options except as stated in this
Agreement.
g) Subsidiaries.
As of the date of Closing, the Company does not have any subsidiaries except as
stated in this Agreement.
h) Preferred
Stock. Sellers and Company represent that Company has not issued any preferred
stock or any other senior securities or debt instruments.
i) Notes
payable. Sellers and Company represent that Company has not issued any notes
payable to any individual or entity except as stated in this
Agreement.
j) SEC
Filings. Sellers and Company represent that Company is current in all its
requisite filings to the Securities and Exchange Commission (the “SEC”) at the
time of Closing. Additionally, Sellers will deliver to Buyer at Closing all
necessary documents needed to file with the SEC the quarterly report due for the
period ending June 30, 2009 to include completed and audited financial records.
Sellers understand that they will be required to provide their signature on the
quarterly report due for the period ending June 30, 2009, as the current
management in control of` the Company on that date.
k) Regulatory
actions. Sellers and Company represent and warrant that neither the Company nor
the Sellers, nor any of their respective affiliates or associates, or any person
or entity that was previously acted as an affiliate or associate within the past
twelve months has engaged in any breach of federal securities laws or any
regulation promulgated thereunder or otherwise by the Securities and Exchange
Commission, the FINRA, the FASB, or any other regulatory or self-regulatory
organization whether domestic or foreign. Sellers and Company further
warrant that neither Sellers nor Company are currently, nor have previously been
at any time, the subject of any regulatory, legal, or equitable restraint or
restriction including but not limited to any stop trade order, cease and desist
order, or any other trading restrictions of any kind, nor has the company
received any subpoenas or requests for information from any of the above
mentioned regulatory bodies.
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l) Sellers
have been duly appointed as directors of the Company and any and all other
directors have previously resigned. In addition, any and all officers of the
Company have previously resigned. Sellers and Company shall deliver to Buyer all
documents necessary to demonstrate to all interested regulatory bodies and
agencies, the Sellers’ proper and lawful appointments to the Company’s Board of
Directors and any and all prior resignations of former directors and
officers.
5. Representations and
Warranties of Buyer. Buyer hereby represents and warrants to
Sellers and Company that the statements in the following paragraphs of this
Section 5 are all true and complete as of the date hereof:
a) Exempt
Transaction. Buyer understands that the offering and sale of the Stock is
intended to be exempt from registration under the Securities Act of 1933, as
amended (the “Act”) and exempt from registration or qualification under any
state law.
b) Full
Power and Authority. Buyer represents that it has full power and authority to
enter into this Agreement.
c) Information
Concerning the Company. Based upon Sellers’ and Company’s prior disclosures to
Buyer, in addition to Buyer’s own due diligence with respect to the Company and
its liabilities, Buyer believes it has enough information upon which to base an
investment decision in the Stock.
d) Investment
Experience. The Buyer understands that purchase of the Stock involves
substantial risk. The Buyer:
(i) has
experience as a purchaser in securities of companies in the development stage
and acknowledges that it can bear the economic risk of Buyer’s investment in the
Stock; and
(ii) has
such knowledge and experience in financial, tax and business matters so as to
enable Buyer to evaluate the merits and risks of an investment in the Stock, to
protect Buyer’s own interests in connection with the investment and to make an
informed investment decision with respect thereto.
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e) Restricted
Securities. Buyer understands that the Stock is characterized as “restricted
securities" under the Act inasmuch as they were acquired from the Company in a
transaction not involving a public offering,
f) SEC
Filings. Buyer understands that it will bear the sole responsibility of
electronically filing the Company’s quarterly report for the period ending June
30, 2009 with the SEC on or before August 15, 2009.
6. Covenant Not to Xxx;
Indemnification.
a) In
consideration of this Agreement, Sellers and Company covenant and agree, for
themselves and for their agents, employees, legal representatives, heirs,
executors or assigns (collectively the “Covenantors”), to refrain from making,
directly or indirectly, any claim or demand, or to commence, facilitate
commencement or cause to be prosecuted any action in law or equity against
Buyer, its members, officers, directors, agents, employees, attorneys,
accountants, consultants subsidiaries, successors, affiliates and assigns
(collectively the “Buyer Covenantees”), on account of any damages, real or
imagined, known or unknown, which Covenantors ever had, has or which may
hereafter arise with respect to any and all disputes, differences, controversies
or claims arising out of or relating to this Agreement and the transactions
contemplated hereby, including but not limited to any question regarding the
existence, content, validity or termination of this Agreement. The terms and
conditions of this Section 6(a) shall be a complete defense to any action or
proceeding that may be brought or instituted by Covenantors against the Buyer
Covenantees, and shall forever be a complete bar to the commencement or
prosecution of any action or proceeding with regard to this Agreement by
Covenantors against the Buyer Covenantees.
b) Sellers’
Covenantors shall indemnify and hold harmless the Buyer Covenantees from and
against any and all losses, damages, expenses and liabilities (collectively
“Liabilities”) or actions, investigations, inquiries, arbitrations, claims or
other proceedings in respect thereof, including enforcement of this Agreement
(collectively “Actions”) (Liabilities and Actions are herein collectively
referred to as “Losses”). Losses include, but are not limited to, all
reasonable legal fees, court costs and other expenses incurred in connection
with investigating, preparing, defending, paying, settling or compromising any
suit in law or equity arising out of this Agreement.
7. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, U.S.A. without giving
effect to any other choice or conflict of law provision that would cause the
application of the laws of any other jurisdiction other than the Commonwealth of
Virginia.
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8. Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the Parties.
9. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement. A telefaxed or electronic copy of this Agreement shall be deemed an
original.
10. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
11. Costs,
Expenses. Each Party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
12. Modifications and
Waivers. No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by all Parties.
No waiver of any breach, term, condition or remedy of this Agreement by any
Party shall constitute a subsequent waiver of any other breach, term, condition
or remedy. All remedies, either under this Agreement, by law, or otherwise
afforded the Parties shall be cumulative and not alternative.
13. Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
14. Termination. Buyer
or Sellers may, upon written notice to the other party, terminate this Agreement
upon their own discretion prior to any funds being released from escrow. Upon
the release of any funds from escrow, this termination clause is null and void
and the Parties may not, except for a material breach or failure of a condition
or requirement, terminate this Agreement.
15. Entire
Agreement. This Agreement constitutes the entire agreement and
understanding of the Parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements,
understandings duties or obligations between the Parties with respect to the
subject matter hereof.
l6. Further
Assurances. From and after the date of this Agreement, upon
the request of any Party, the Parties shall execute and deliver such
instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
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17. Term,
Survival. This Agreement is effective from the Effective Date
hereof, and shall remain in effect until all the rights and obligations of the
Parties hereto have been fully performed, however Sections 4, 5, 6, 7, 21 and 22
shall survive this Agreement.
18. No Oral
Representations. No oral or written representations have been
made other than or in addition to those stated in this Agreement as of the date
of C1osing. The Parties are not relying on any oral statements made by any other
Party, their representatives or affiliates regarding this
Agreement.
l9. Notices. All
notices or other communications required or permitted by this Agreement shall be
in writing and shall be deemed to have been duly received:
a) if
given by telecopier, when transmitted and the appropriate telephonic
confirmation received if transmitted on a business day and during normal
business hours of the recipient, and otherwise on the next business day
following transmission;
b) if
given by certified or registered mail, return receipt requested, postage
prepaid, three business days after being deposited in the U.S. mails;
and
c) if
given by courier or other means, when received or personally delivered, and, in
any such case, addressed as indicated herein, or to such other addresses as may
be specified by any such Party to the other Party pursuant to notice given by
such Party in accordance with the provisions of this Section 20.
20. Binding
Arbitration. In the event of any dispute, claim, question, or
disagreement arising from or relating to this agreement or the breach thereof,
the Parties hereto shall use their best efforts to settle the dispute, claim
question, or disagreement. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. lf they do not
reach such a solution within a period of sixty (60) days, then, upon notice by
either party to the other, all disputes, claims, questions, or disagreements
shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules including the
Optional Rules for Emergency Measures of Protection, and judgment on any award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.
21. Xxxxxxx
Xxxxxxx. The Parties hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the Company. The Parties
further certify they have not communicated the nature of the transactions
contemplated by this Agreement, are not aware of any disclosure of non public
information concerning said transactions, and are not a party to any xxxxxxx
xxxxxxx of Company shares.
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IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement as of the date last executed
below.
| BUYER | SELLERS | |||||
| BELMONT PARTNERS, LLC | XXXXXXX X. XXXXXX | |||||
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/s/Xxxxxx
Xxxxx
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/s/
Xxxxxxx X. Xxxxxx
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| By: |
Xxxxxx
Xxxxx, Managing Member
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By: |
Xxxxxxx
X. Xxxxxx, Individual
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| Date: |
7/24/09
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Date: |
7/22/09
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| COMPANY | XXXXX X. XXXXXX | |||||
| /s/ Xxxxxxx X. Xxxxxx | s/ Xxxxx X. Xxxxxx | |||||
| By: | Xxxxxxx X. Xxxxxx, Director | By: | Xxxxx X. Xxxxxx, Individual | |||
| Date: | 7/22/09 | Date: | 7/22/09 | |||
| /s/ Xxxxx X. Xxxxxx | ||||||
| By: | Xxxxx X. Xxxxxx, Director | |||||
| Date: | 7/22/09 | |||||
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SCHEDULE A: Disclosed
Liabilities of the Company
Company
owes majority shareholder Xxxxxxx X. Xxxxxx $31,149.30
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