COMMON STOCK PURCHASE
AGREEMENT
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 2745 Bankers Industrial Drive, Doraville, GA (the
“Buyer”) and Belmont Partners, LLC a Virginia limited
liability company with a principal address of 360 Main Street,
Washington Virginia 22747 (“Seller”), and WES
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.
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Buyer: _____
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Seller: _____
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Company: _____
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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.
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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Washington,
Virginia 22747
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Account Name:
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Account Number:
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Routing Number:
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Buyer: _____
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Seller: _____
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Company: _____
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(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.
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.
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Buyer: _____
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Seller: _____
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Company: _____
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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.
(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.
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Buyer: _____
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Seller: _____
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Company: _____
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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; (i