STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE AGREEMENT
(this “ Agreement
”) is made and entered into this 30th day of September 2008
by and among (i) Andrew Jarvis, an individual, whose address is
1621 Freeway Drive, Suite 209, Mt. Vernon, WA 98273, (the “
Seller ”) and (ii) Peter Lindhout, an individual,
whose address is 110 Wall St., 11 th Floor, New York NY 10005, and Javan King, an
individual, whose address is 110 Wall St., 11
th Floor, New York NY 10005, (individually, each a
“ Buyer ”, and, collectively, the “
Buyers ”, and, together with the
Seller , the “ Parties ”, and each, a
“ Party ”).
RECITALS:
WHEREAS, the Parties desire that Buyers shall each
acquire from Seller an approximate 19.6% interest of the common
stock, par value $0.001 per share, of Westmont Resources, Inc., a
Nevada corporation, (the “ Company ”) ;
and
WHEREAS , in order to effect that acquisition, the
Seller will sell to the Buyers and the Buyers will purchase from
the Seller an aggregate of Three Million Six Hundred Sixty-six
Thousand Six Hundred Sixty-seven (3,666,667) shares of
Company’s common stock, on the terms and conditions set forth
herein below.
AGREEMENT:
NOW, THEREFORE , in consideration of the foregoing recitals,
the mutual promises hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
Article
I
1.01
Purchase and Sale . Subject to the terms
and conditions of this Agreement and in reliance upon the
representations, warranties, covenants and agreements contained
herein, The Seller agrees to sell to Buyers and each of Buyers
hereby agrees to purchase from the Seller an aggregate of Three
Million Six Hundred Sixty-six Thousand Six Hundred Sixty-seven
(3,666,667) shares of the Company’s common stock, par value
$0.001 per share (the “ Common Shares ”), in
exchange for delivery by Buyers to the Seller of cash in the
aggregate sum of Six Thousand Dollars ($6,000.00) (the “
Purchase Price ”) on the date mutually agreed upon by
the parties to be the date on which to close the transaction which
is the subject of this Agreement (the “ Closing Date
”).
1.02
Certificates to be Delivered by Company . Within
five (5) business days following the Closing Date, and subject to
the terms and conditions of this Agreement, the Seller hereby
agrees to deliver to each Buyer a Certificate, registered in
Buyer’s name and representing his portion of the Common
Shares, as set forth on the signature page hereof. The
Common Shares will be delivered free of any claims or liens or
encumbrances. The Common Shares shall be issued pursuant
to an exemption from registration under the Securities Act of 1933,
as amended (the “ 1933 Act ”) and from
registration under any and applicable state securities laws. The
certificates representing the Common Shares shall bear the
following restrictive legend set forth in Rule 144 of the Rules and
Regulation of the 1933 Act as well as any appropriate legend
required under applicable state securities laws:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (1) IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933
ACT OR APPLICABLE STATE SECURITIES LAWS, OR (2) IN THE ABSENCE OF
AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR (3) UNLESS SOLD,
TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER SAID
ACT.
1.03
Delivery of Consideration by Buyer . On the
Closing Date, and subject to the terms and conditions of this
Agreement, Buyer hereby agrees to deliver to the Company the
Purchase Price in the form of a check or checks.
Article
II
2.01
Company Financial Statements . Each of the Buyers
hereby acknowledges and agrees that he has had an opportunity to
review the Company’
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