COMMON STOCK PURCHASE AGREEMENT Private and Confidential
Exhibit
10.1
Private
and Confidential
THIS COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made this 3rd day of
December, 2008 (the “Effective Date”), by and among Belmont Partners, LLC., a
Virginia limited liability company with a principal address of 000 Xxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx, 00000 (“Buyer”), YzApp International, Inc. (“Seller”), and
YzApp Solutions, Inc. (the “Company”) (Buyer, Seller and Company each a “Party”
and collectively the “Parties”).
W I T N E
S S E T H:
WHEREAS,
the Company currently has Nineteen Million and Forty
Thousand (19,040,000) shares of common stock issued and outstanding
and Sellers own one hundred percent (100%) of the common stock of the issued and
outstanding shares of the Company (the “Stock”), and
WHEREAS,
Buyer wishes to purchase the Stock and Seller is desirous of selling the Stock
to Buyer on the terms and conditions hereinafter appearing;
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:
|
1.
|
Agreement to Purchase
and Sell. Seller will sell, issue, assign, transfer and
deliver to Buyer and Buyer agrees to purchase the Stock from Seller, in
exchange for One U.S. dollar ($1.00) (the “Purchase Price”), to be paid to
Seller on or about 5:00 PM EST December 3, 2008 or such other
date as the Parties may so designate as close on the sale and purchase of
the Stock (the “Closing”), payable according to the terms and conditions
set forth in Section 2 herein.
|
2. Closing. On or about
the Closing the Parties shall perform, in order:
a) Buyer
shall deliver to Seller a copy of this Agreement executed by Buyer;
b) Seller
shall deliver a fully executed copy of this Agreement to Buyer;
c) Seller
shall deliver to Buyer duly endorsed stock certificate(s) representing the Stock
(“Stock Certificate”) against payment of the Purchase Price.
d) Seller
shall also deliver to Buyer to the extent reasonable available to Seller,
original and/or true and correct copies of all of the Company’s business,
financial and corporate records including but not limited to: correspondence
files, bank statements, checkbooks, minutes of shareholder and directors
meetings, financial statements, shareholder listings, stock transfer records,
agreements and contracts.
Buyer:
____
Seller:
____
1
3. Payment
Terms.
a) Buyer
shall cause to be paid the sum of one U.S. dollar ($1.00) to the Seller on or
before the Closing (the “Funds”). The Funds should be paid by check
with payment directed to YzApp International, Inc.
b) In the
event that the Closing is not effectuated through no fault of the Parties, all
Funds shall be returned to the Buyer, and neither Seller nor Buyer shall have
any further recourse.
4. Representations and
Warranties of Company.
The Company hereby warrants to Buyer
that:
(a) To the best of Company’s knowledge, the authorized
capital stock of the Company is unlimited shares of Common Stock, 19,040,000 of
which are validly issued and outstanding,
5. Representations and
Warranties of Buyer. Buyer hereby represents and warrants to Seller
that the statements in the following paragraphs of this Section 5 are all true
and complete as of the date hereof:
(a) Full
Power and Authority. Buyer represents that he has full power and
authority to enter into this Agreement.
(b)
Information Concerning the Company. Buyer has conducted his own due
diligence with respect to the Company and its liabilities and believes he has
enough information upon which to base an investment decision in the
Stock. Buyer acknowledges that Seller has made no representations
with respect to the Company, its status, or the existence or non-existence of
liabilities in the Company except as explicitly stated in this
Agreement. Buyer is taking the Company “as is” and acknowledges and
assumes all liabilities of the Company.
(c) 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 he 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.
Buyer:
____
Seller:
____
2
(d) No
Oral Representations. No oral or written representations have been made other
than or in addition to those stated in this Agreement. Buyer is not relying on
any oral statements made by Seller, Seller's representatives or affiliates in
purchasing the Stock.
6. Governing Law;
Jurisdiction.
Any dispute, disagreement, conflict of
interpretation or claim arising out of or relating to this Agreement, or its
enforcement, shall be governed by the laws of the state of New
York. Buyer and Seller hereby irrevocably and unconditionally submit
for themselves and their property, to the nonexclusive jurisdiction of Federal
and State courts of the State of New York and any appellate court thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the Parties hereto
hereby irrevocably and unconditionally agree that all claims in respect of any
such action or proceeding may be heard and determined in such New York State,
or, to the extent permitted by law, in such Federal court. Each of
the Parties hereto agree that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Each of the Parties hereto
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement in any court referred to above. Each of the Parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court. Each Party to this Agreement irrevocably consents
to service of process in the manner provided for notices
below. Nothing in this Agreement will affect the right of any Party
to this Agreement to serve process in any other manner permitted by
law. Each Party hereto hereby waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in any legal
proceeding directly or indirectly arising out of or relating to this Agreement
or the transactions contemplated hereby (whether based on contract, tort or any
other theory). Each Party hereto certifies that no representative,
agent or attorney of any other Party has represented, expressly or otherwise,
that such other Party would not, in the event of litigation, seek to enforce the
foregoing waiver, and acknowledges that it and the other Parties hereto have
been induced to enter into this Agreement by, among other things, the mutual
waivers and certifications in this Section 6.
7. Termination. Buyer
may terminate this Agreement by providing at least seven (7) days’ written
notice of the same.
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 (2) 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 copy of this Agreement shall be deemed an
original.
Buyer:
____
Seller:
____
3
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 the Company,
Buyer and Seller. No waiver of any breach, term, condition or remedy of this
Agreement by any Party shall constitute a subsequent waiver of the same or 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. 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.
15. Further
Assurances. From and after the date of this Agreement,
upon the request of the Buyer or Seller, Buyer and Seller 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.
16. Term,
Survival. This Agreement is effective from the Effective Date
hereof, and shall remain in effect until the earlier a termination of this
Agreement or all the rights and obligations of the Parties hereto have been
fully performed.
17. 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;
and
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 person to the other person pursuant to notice given by
such Person in accordance with the provisions of this Section 17.
[Balance
of Page Intentionally Blank]
Buyer:
____
Seller:
____
4
In Witness
Whereof, the Parties hereto have executed this Agreement as of the date
first written above.
| BUYER | SELLER | |||
| BELMONT PARTNERS, LLC | YZAPP INTERNATIONAL, INC | |||
|
Xxxxxx
Xxxxx
|
Xxxxxx X. Xxxxx | |||
| By: Xxxxxx Xxxxx, Managing Member |
By:
Xxxxxx X. Xxxxx, President
|
|||
|
|
|
| COMPANY | ||||
| YZAPP SOLUTIONS, INC. | ||||
| Xxxxxx X. Xxxxx | ||||
|
By:
Xxxxxx X. Xxxxx, President
|
|
|||
|
|
|
5
