COMMON STOCK PURCHASE AGREEMENT
Private and Confidential
THIS COMMON STOCK PURCHASE AGREEMENT, (the
"Agreement") made this 12 th day of September, 2007
(the "Effective Date"), by and among Belmont Partners, LLC, a
Virginia limited liability company, with a principal address of
360 Main Street, Washington, VA 22747 ("Buyer"), and
Comprehensive Healthcare Solutions, Inc., (the "Company")
(Company and Buyer each a "Party" and collectively the
"Parties").
WITNESSETH:
WHEREAS, the Company currently has fifty million
(50,000,000) authorized shares, with a par value of $.10, of
which approximately Seventeen Million Five Hundred and
Seventy-Seven Thousand One Hundred and Nine (17,577,109) common
shares are issued and outstanding and no preferred shares are
issued and outstanding; and
WHEREAS, Buyer wishes to purchase a control
block consisting of eighteen million (18,000,000) shares
representing approximately fifty one percent (51%) of the issued
and outstanding stock (the "Stock) from Company;
NOW, THEREFORE, in consideration of the mutual
promises, covenants, and representations contained herein, and
subject to the terms and conditions hereof, the Buyer and
Company agree as follows:
1.
Agreement to Purchase and Sell. Company will
sell to Buyer and Buyer agrees to purchase the Stock from Company
for one hundred and fifty thousand U.S. dollars ($150,000.00) (the
"Purchase Price"), on or before 5:00 PM EST September 12,2007 (the
"Closing"), payable according to the terms and conditions set forth
in Section 3 herein. The parties agree that a condition precedent
to Closing is Company's obtaining a release of: all debts owing to
John Treglia, his heirs and assigns, including but not limited to
the debt for one hundred forty five thousand nine hundred thirty
five dollars ($145,935), reported as "Due to related party on the
Company's Form 10QSB for the quarter ending May 31, 2007", as well
as a release of the debt for ten thousand dollars ($10,000.00)
reported as "Loan Payable" on the Company's Form 10QSB for the
quarter ending May 31, 2007 and a debt of approximately forty nine
thousand dollars ($49,000.00) owed to American Express (the
"Release"). All other obligations set forth on Exhibit A will
remain the sole responsibility of the Company.
2.
Closing. On or before the Closing the
Parties shall perform:
a) Buyer and Company shall exchange fully executed
copies of this Agreement.
b)Company shall cause the board of directors of the
Company to execute a
resolution approving the terms of this Agreement
and whereby all current Director's resign and Buyer is appointed
as a Director of the Company (the "Appointment");
c) Company shall deliver to the Buyer:
(i) stock certificate(s) evidencing the Stock;
(the "Certificates")
(ii) the Appointment;
(iii) 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 (collectively the "Records")
d) The Buyer shall wire $60,000 to Anslow &
Jaclin, LLP on behalf of the
Company.
e) The Company shall enter into a consulting
agreement with John Treglia to resolve any debts owed by the
Comprehensive Healthcare Solutions. Pursuant to such
agreement, which shall be executed at closing, Mr. Treglia
shall receive ten (10%) percent of any reductions in the amounts
owed by the debtors wherein such reductions are negotiated by
Mr. Treglia.
(f) Prior to Closing, the Company will use any
funds currently in its bank accounts to
pay some of the existing liabilities so that at
Closing the Company will have no funds and will close its
checking account.
3) Payment
Terms. As set forth above, at Closing, Buyer shall pay sixty
thousand U.S.
dollars ($60,000.00) to the Company by payment
to Anslow & Jaclin, LLP which may be immediately released to
John Treglia pursuant to the Release. The balance of ninety
thousand U.S. Dollars (the "Balance") shall be transferred to
Anslow & Jaclin, LLP to be used in accordance with
instructions from John Treglia in the following manner:
a) $30,000 on or before the 30 day anniversary
of the Closing;
b) $30,000 on or before the 60 day anniversary
of the Closing;
c) $30,000 on or before the 90 day anniversary
of the Closing;
4. Representations and Warranties of
Company. Company hereby represents and warrants to Buyer
that the statements in the following paragraphs of this Section
4 are all true and complete as of the date hereof:
a. Stock. The Stock transferred hereunder
shall be new issue common stock
of the Company, and shall represent at least
50.01% control in the Company. Company is the record and
beneficial owner and has sole managerial and diapositive
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 resale’s of the Stock under applicable
securities laws).
b. Liabilities of the Company. Company makes no
representation as to the
existence or non-existence of liabilities of the
Company except as explicitly stated in this Agreement and
Exhibit A attached hereto. Buyer is solely responsible for
conducting his own due diligence with respect to the Company and
its liabilities and for gathering enough information upon which
to base an investment decision in the Stock. Buyer acknowledges
that:
i. Company has made no representations with
respect to the
Company or its status except as explicitly stated
in this Agreement;
and
ii. the Company is being taken "as is"
c) Full Power and Authority. Company represents
that he has full power and authority to enter into this
Agreement.
5 Representations and Warranties of
Buyer. Buyer hereby represents and warrants to
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
he has full power and
authority
to enter into this Agreement.
c.
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.
d.
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 Company 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.
e.
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 eval
