COMMON STOCK PURCHASE AGREEMENT Private and Confidential
EXHIBIT
A
Private
and Confidential
THIS COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made as of the last executed date below (the “Effective
Date”), by and among Liberator, Inc. an entity with a principle
address of 0000 Xxxxxxx Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX (the “Buyer”) and
Belmont Partners, LLC a Virginia limited liability company with a principal
address of 000 Xxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxx 00000 (“Seller”), and XXX
Consulting, Inc., a public vehicle organized in the state of Florida and traded
under the symbol “WSCU” (the “Company”).
W I T N E
S S E T H:
WHEREAS,
the Seller owns a majority of the issued and outstanding capital stock of the
Company; and
WHEREAS,
the Buyer wishes to purchase a control block of stock consisting of 972,000
shares of common stock of the Company (the “Stock”) which represents eighty-one
percent (81%) of the total issued and outstanding voting equity of the
Company;
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 to Buyer and Buyer agrees to purchase
the Stock in exchange for:
a) two
hundred forty thousand five hundred U.S. dollars ($240,500.00) (the “Purchase
Price”), to be paid to Seller according to the terms and conditions set forth in
Section 3 herein; and,
b) two
hundred fifty thousand (250,000) warrants to purchase an equal number of shares
of the Company’s common stock with an exercise price of twenty five cents
($0.25), a term of three (3) years and a cashless exercise option;
and,
c) seven
hundred fifty thousand (750,000) shares of the Company’s common stock delivered
at closing; and,
d) seven
hundred fifty thousand (750,000) shares of the Company’s common stock delivered
one (1) year from the date of closing (the “Anniverary Stock”), provided,
however, that in the event that the Company or the Buyer makes a claim for
indemnification pursuant to Section 7(a) prior to the one (1) year anniversary,
in addition to any other remedies available to the Company and the Buyer set
forth herein, the number of shares of the Anniverary Stock shall be reduced by
the result of the following amount: (a) the amount of the indemnity claim
pursuant to Section 7(a); divided by (b) the five (5) day average price per
share as quoted on the OTCBB or other electronic quotation system.
Buyer:
_____
Seller:
_____
Company:
_____
2. Closing. On
or about five (5) business days from the Effective Date (the “Closing”, with
such date referred to herein as the “Closing Date”):
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 prior to the disbursement of the Purchase Price, to the
extent reasonably available to Seller, true and correct copies of the Company’s
business, financial and corporate records including but not limited to:
documents requested on the due diligence checklist, correspondence files, bank
statements, checkbooks, minutes of shareholder and directors meetings, financial
statements, shareholder listings, stock transfer records, agreements and
contracts; and,
d) Buyer
shall deliver the Purchase Price (defined in Section 3(a) herein) to
Seller;
e) Buyer
shall deliver to Seller a resolution of the board of directors of the Company
and Irrevocable Transfer Agent Instructions to effectuate performance of
Sections 1(b) and 3(e) of this Agreement (attached hereto as Exhibit 1 and
2)(the “Board Resolution”);
f) Buyer
shall deliver to Seller a resolution of the majority shareholders of the Company
to effectuate performance of Section 1(b) of this Agreement (attached hereto as
Exhibit 3) (the “Shareholder Resolution”);
g) Seller
shall deliver to Buyer the stock certificate(s) evidencing the
Stock.
3. Payment
Terms.
a) Buyer
shall wire the Purchase Price to Seller on the Closing Date.
b) The
Purchase Price shall be made by wire transfer of immediately available funds to
Seller’s account as follows:
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Bank
Name:
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Rappahannock
National Bank
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0
Xxxx Xxxx
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Xxxxxxxxxx,
Xxxxxxxx 00000
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Account
Name:
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Belmont
Partners, LLC
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Account
Number:
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1089129
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Routing
Number:
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000000000
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Buyer:
_____
Seller:
_____
Company:
_____
c) Stock
Position.
(i) In
consideration of the benefits provided to the Company hereby, Company shall on
the Closing Date issue and deliver to Seller two hundred fifty thousand
(250,000) warrants of the Company which are immediately exercisable at an
exercise price of twenty five cents ($0.25) with a term of three (3) years, and
a cashless exercise option; seven hundred fifty thousand (750,000) fully paid,
non-assessable restricted shares of the Company’s common stock and one year from
the date of closing the Company shall issue an additional seven hundred fifty
thousand (750,000) fully paid, non-assessable restricted shares of the Company’s
common stock (collectively the “Position”). Buyer shall take all steps necessary
to fully effectuate the provisions of this Section 3.
(ii) Certificate(s)
evidencing the Position shall be issued and delivered to the Seller no later
than twelve (12) months following the Effective Date hereof.
(iii) The
effective date of all Shares transferred pursuant to this Section 3 shall be the
Effective Date of this Agreement and shall be memorialized on the face of the
certificates evidencing such shares.
(iv) Notwithstanding
anything contained herein to the contrary, the Anniverary Stock shall be issued
to the Seller on the one (1) year anniversary of the closign date,
provided, however, that in the event that the Company or the Buyer makes a claim
for indemnification pursuant to Section 7(a) prior to the one (1) year
anniversary, in addition to any other remedies available to the Company and the
Buyer set forth herein, the number of shares of the Anniverary Stock shall be
reduced by the result of the following amount: (a) the amount of the indemnity
claim pursuant to Section 7(a); divided by (b) the five (5) day average price
per share as quoted on the OTCBB or other electronic quotation
system.
d) The
Parties acknowledge and agree that the Position shall be newly issued,
restricted common shares of the Company. In the event that, in
one year from the date of the execution of this Agreement, the Position cannot
be sold in accordance with Rule 144 of the Securities Act of 1933, the Seller
shall have demand registration rights on such Position at such time. In the
event that Buyer does not provide for the removal of restrictions from the
shares comprising the Position in accordance with Rule 144, or does not register
such shares, the Company and the Buyer, jointly and severally, shall pay to
Seller liquidated damages in the amount of the bid price per share as of the one
year anniversary of this Agreement (as reported by the national market on which
the shares trade) multiplied by the number of shares in the
Position. The Parties agree that the liquidated damages hereunder are
not a penalty.
e) In
consideration of the benefits provided to the Company hereby, Company and Buyer
agree to be jointly and severally liable for all amounts due hereunder and all
other obligations of this Stock Purchase Agreement.
Buyer:
_____
Seller:
_____
Company:
_____
4. Transfer
Agent. Buyer agrees that Pacific Stock Transfer, LLC (the
“Transfer Agent”) shall act as the Company’s sole transfer agency, and Transfer
Agent shall have full power and authority to act on behalf of the Company in
connection with the issuance, transfer, exchange and replacement of all of the
Company’s stock certificates. Such appointment will be for a minimum
of one year from Closing, and extended thereafter in the sole discretion of the
Buyer.
5. Representations and
Warranties of Seller. Seller and the Company, jointly and
severally, represent and warrant to Buyer as follows:
a) Title to
Stock. Seller is the record and beneficial owner and 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).
b) Liabilities of the
Company. To the best knowledge of Seller after reasonable investigation,
there are no liabilities of the Company. To the best knowledge of
Seller after reasonable investigation, no person has made any claim of ownership
to any asset of the Company.
b) Full Power and
Authority. Seller and Company each has full power and authority to enter
into and perform under this Agreement. This Agreement has been duly
and validly executed and delivered by Seller and the Company, and upon the
execution and delivery by Buyer of this Agreement and the performance by Buyer
of Buyer’s obligations herein, this Agreement will constitute, a legal, valid
and binding obligation of each of Seller and the Company, enforceable against
Seller and/or the Company in accordance with its terms.
c) Organization.
(i) The
Company is a corporation organized, validly existing and in good standing under
the laws of Florida. The Company has the power and authority:
(i) to conduct its business in the manner in which its business is
currently being conducted; and (ii) to own and use its assets in the manner
in which its assets are currently owned and used.
(ii) Seller
is a limited liability company organized, validly existing and in good standing
under the laws of Virginia. Seller has the power and authority:
(i) to conduct its business in the manner in which its business is
currently being conducted; and (ii) to own and use its assets in the manner
in which its assets are currently owned and used.
d) No Litigation or
Liens. The Company is not a party to any action, proceeding,
arbitration or lawsuit which is pending before or by any court, commission,
governmental agency or other administrative or regulatory body or authority or
which, to Seller’s knowledge after reasonable investigation, is threatened
against the Company, and there is no lien or judgment against any of the
Company’s assets or capital stock.
Buyer:
_____
Seller:
_____
Company:
_____
e) Capitalization,
Etc. The authorized capital stock of the Company
consists of one hundred seventy five million (175,000,000) shares of common
stock, par value $0.01 per share, of which one million two hundred thousand
shares (1,200,000) have been issued and are outstanding as of the date of this
Agreement. There are no preferred shares authorized. All
of the outstanding shares of the Company’s common stock have been duly
authorized and validly issued and are fully paid and
non-assessable. The Company has not consummated any financings (debt
or equity) within the eighteen months prior to the date of Closing.
f) Options. The
Company does not have any stock option plan or any other plan, program,
agreement or arrangement providing for granting any equity or equity-based
compensation to any Person, and there are no: (i) outstanding
subscriptions, options, calls, warrants, rights or other agreements to acquire
any of the Company’s equity, including but not limited any preemptive rights,
(whether or not currently exercisable) to acquire any shares of the capital
stock or other securities of the Company; (ii) outstanding security,
instrument or obligation that is or may become convertible into or exchangeable
for any shares of the capital stock or other securities of the Company;
(iii) stockholder rights plan (or similar plan commonly referred to as a
"poison pill") or Contract under which the Company is or may become obligated to
sell or otherwise issue any shares of its capital stock or any other securities;
or (iv) condition or circumstance that may give rise to or provide a basis
for the assertion of a claim by any Person to the effect that such Person is
entitled to acquire or receive any shares of capital stock or other securities
of any the Company.
g) Employees;
Plans. The Company has no employees, and no employee benefits
plans whether subject to ERISA or otherwise. The Company does not
have any unpaid obligations to former employees whether for wages, salaries,
benefits, expense reimbursement, or any other form of compensation or
payment.
h) Taxes. The
Company does not owe any taxes or tax or withholding payments to the federal
government or any state or local government. The Company has made all
required tax filings with the federal government and any applicable state or
local government. To the knowledge of Seller after reasonable
investigation, the Company is not the subject of any current tax
audit.
i) Conflicts.
(i) This
Agreement and the Company’s obligations hereunder do not and will not violated
the terms of its charter or its bylaws or any Contract by which it is bound or
violate any law or judgment or order by which the Company or any of its assets
are bound.
Buyer:
_____
Seller:
_____
Company:
_____
(ii) This
Agreement and Seller’s obligations hereunder do not and will not violate the
terms of its charter or its bylaws or any Contract by which it is bound or
violate any law or judgment or order by which Seller or any of its assets are
bound.
j) Contracts. The
Company is not a party to or bound by any agreement or contract (collectively,
“Contract”).
k) Subsidiaries. The
Company does not have any subsidiaries (whether held directly or indirectly) or
any equity investment in any corporation, partnership, joint venture or other
business.
l) Real
Estate. The Company does not own any real estate or any
interest in any real estate.
m) Full
Disclosure. To the Seller’s knowledge after reasonable
investigation, none of the representations and warranties made by the Seller
herein, or in any document furnished prior to Closing or to be furnished by them
hereunder contain or will contain as of the Closing Date, any untrue statement
of material fact, or omits any material fact, the omission of which would be
misleading.
n) Exchange Act
Filings. To the Seller’s knowledge after reasonable
investigation, the Company has filed with the SEC all forms, reports, schedules,
and statements that were required to be filed by it with the SEC within the
period beginning on the date of inception of the Company and ending on the
Effective Time, and previously has furnished or made available to Buyer accurate
and complete copies of all the SEC Documents. As of their respective dates, the
SEC Documents were prepared in accordance with the Exchange Act of 1934, as
amended, (the "Exchange Act") and the Securities Act and did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated in those documents or necessary to make the statements in those
documents not misleading, in light of the circumstances under which they were
made. As of their respective dates, these reports and statements will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated in them or necessary to make the statements in them not
misleading, in light of the circumstances under which they are made and these
reports and statements will comply in all material respects with all applicable
requirements of the Exchange Act and the Securities Act.
6. Representations and
Warranties of Buyer: Buyer hereby
represents and warrants to Seller that the statements in the following
paragraphs of this Section 7 are all true and complete as of the date
hereof:
a) Affidavit of Source of
Funds. Prior to any transfer of funds to
Seller, Buyer shall execute an Affidavit of Source of Funds (attached
hereto as Exhibit 8), which attests that the funds to be transferred are not the
proceeds of nor are intended for or being transferred in the furtherance of any
illegal activity or activity prohibited by federal or state laws. Such activity
may include, but is not limited to: tax evasion; financial misconduct;
environmental crimes; activity involving drugs and other controlled substances;
counterfeiting; espionage; kidnapping; smuggling; copyright infringement; entry
of goods into the United States by means of false statements; terrorism;
terrorist financing or other material support of terrorists or terrorism; arms
dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any effort
by conspiracy or otherwise to defeat, defraud or otherwise evade, any party or
the Court in a bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the court or government or regulatory official;
bribery or any violation of the Foreign Corrupt Practices Act; trading with
enemies of the United States; forgery; or fraud of any kind. Buyer
further warrants that all transfers of monies will be in accordance with the
Money Laundering Control Act of 1986 as amended.
Buyer:
_____
Seller:
_____
Company:
_____
b) 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.
c) Full Power and
Authority. Buyer represents that it has full power and
authority to enter into this Agreement.
d)
Stock. The
Stock to be purchased by Buyer hereunder will be acquired for investment for
Buyer’s own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof, and Buyer has no present intention of
selling, granting any participation in, or otherwise distributing the
same.
e) Information Concerning the
Company. Buyer has conducted its own due diligence with
respect to the Company and its liabilities and believes it 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. .
f) 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:
_____
Company:
_____
g) 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,
employee’s or affiliates in purchasing the Stock.
h) 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.
i) Opinion
Necessary. Buyer acknowledges that if any transfer of
the Stock is proposed to be made in reliance upon an exemption under the Act,
the Company may require an opinion of counsel satisfactory to the Company that
such transfer may be made pursuant to an applicable exemption under the
Act. Buyer acknowledges that a restrictive legend appears on the
Stock and must remain on the Stock until such time as it may be removed under
the Act.
j) Shareholder
Value. Buyer represents that Buyer intends to implement a
business plan designed to return value to the shareholders of the
Company.
k) Compliance. Buyer
shall comply with all applicable securities laws, rules and regulations
regarding this Agreement, the Merger and all related transactions, including but
not limited to filing any forms required by the U.S. Securities and Exchange
Commission.
7. Indemnification.
a) Seller
and Company, jointly and severally, each hereby covenants and agrees, for
themselves and for their agents, employees, legal representatives, heirs,
executors or assigns (collectively the “Seller Covenantors”) to indemnify Buyer
and their agents, employees, legal representatives, heirs, executors or assigns
(the “Buyer Covenantors”) as of the Closing Date against any loss, liability,
claim, damage or expense (including, but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened or any claim whatsoever), to which it or
they may become subject to or rising out of or based on any inaccuracy appearing
in. breach of covenant or misrepresentation made in this Agreement or any other
document which has been provided by any of the Seller Covenantors to any of the
Buyer Covenantors in connection with this Agreement. In no case shall
Seller’s obligations under this section 7 exceed in the aggregate $250,000;
and
b) Buyer
hereby covenants and agrees, for themselves and for the Buyer Covenantors to
indemnify Seller and the Seller Covenantors as of the Closing Date against any
loss, liability, claim, damage or expense (including, but not limited to, any
and all expense whatsoever reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened or any claim
whatsoever), to which it or they may become subject to or rising out of or based
on any inaccuracy appearing in. breach of covenant or misrepresentation made in
this Agreement or any other document which has been provided by any of the Buyer
Covenantors to any of the Seller Covenantors in connection with this
Agreement. In no case shall Buyer’s obligations under this section 7
exceed in the aggregate $250,000.
Buyer:
_____
Seller:
_____
Company:
_____
8. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of Georgia 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 state of Georgia.
9. Merger and Exchange of
Stock. Buyer shall, as soon as practicable, and in no case
later than twenty (20) days from the Closing, effect a merger (the “Merger”)
between the Company and a target corporation (the “Sub”). The Company
shall be the surviving corporation of the Merger, and shall continue unimpaired
by the Merger. Upon Merger, the Company shall succeed to and shall
possess all the assets, properties, rights, privileges, powers, franchises,
immunities and purposes, and be subject to all the debts, liabilities,
obligations, restrictions and duties of the Sub. If, in Buyer’s sole
opinion, it is necessary or prudent to delay the Merger so as to comply with
state or federal law or regulatory requirements, Buyer may delay the
Merger.
10. Term /
Survival. The terms of this Agreement shall be effective as of
the Effective Date, and continue until such time as the payment of the Purchase
Price and all other amounts due hereunder are fully satisfied, however; the
terms, conditions, and obligations of Sections 11, 14, 19, 20, 21 and 22 hereof
shall survive the termination of this Agreement. Sections 5, 6 and 7
shall survive the Closing for a period of 24 months from the Closing
Date
11. 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, except that Buyer may not assign or transfer any of its
rights or obligations under this Agreement.
12. 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 copy of this Agreement shall be deemed an
original.
13. 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.
14. Costs, Expenses. Each
party hereto shall bear its own costs in connection with the preparation,
execution and delivery of this Agreement.
15. 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 both the 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 Buyer shall be cumulative and not
alternative.
Buyer:
_____
Seller:
_____
Company:
_____
16. 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.
17. Termination. Buyer
or Seller may, upon written notice to the other party, terminate this Agreement
upon their own discretion prior to any funds being deposited with
Seller. Upon the release of any funds to Seller, this termination
clause is null and void.
18. 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.
19. 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.
20. 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 Person to the other Person pursuant to notice given by
such Person in accordance with the provisions of this Section 20.
21. Xxxxxxx
Xxxxxxx. Seller and Buyer 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. Seller and Buyer further certify they have not communicated
the nature of the transactions contemplated by the 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.
22. 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. If 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.
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Buyer:
_____
Seller:
_____
Company:
_____
In Witness
Whereof, the Parties hereto have executed this Agreement as of the last
date written below.
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SELLER
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BUYER
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BELMONT
PARTNERS, LLC
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/s/
Xxxxxx Xxxxx
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/s/
Xxxxx X. Xxxxxxxx
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By: Xxxxxx
Xxxxx, Managing Member
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By:
Xxxxx X. Xxxxxxxx, President
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Date:
September 2, 2009
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Date:
September 2, 2009
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COMPANY
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XXX
CONSULTING, INC.
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/s/
Xxxxxx Xxxxx
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By:
Xxxxxx Xxxxx, Director
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Date:
September 2, 2009
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Buyer:
_____
Seller:
_____
Company:
_____
