COMMON STOCK PURCHASE
AGREEMENT
Private and Confidential
THIS COMMON
STOCK PURCHASE AGREEMENT, (the “Agreement”) made this
3 rd
day of December, 2008 (the
“Effective Date”), by and among Belmont Partners, LLC.,
a Virginia limited liability company with a principal address of
360 Main Street, Washington, Virginia, 22747 (“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:
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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.
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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.
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
