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COMMON STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

COMMON STOCK PURCHASE AGREEMENT | Document Parties: WES CONSULTING, INC. | Belmont Partners, LLC You are currently viewing:
This Purchase and Sale Agreement involves

WES CONSULTING, INC. | Belmont Partners, LLC

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Title: COMMON STOCK PURCHASE AGREEMENT
Governing Law: Georgia     Date: 10/8/2009

COMMON STOCK PURCHASE AGREEMENT, Parties: wes consulting  inc. , belmont partners  llc
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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.

 

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:

 

Bank Name:

 

Rappahannock National Bank

 

 

7 Bank Road

 

 

Washington, Virginia 22747

Account Name:

 

Belmont Partners, LLC

Account Number:

 

1089129

Routing Number:

 

051402974

 

 

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.

 

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.

 

Buyer: _____

Seller: _____

Company: _____

 


 

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; (i


 
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