Share Purchase
Agreement
THIS
AGREEMENT made as of this
1 st
Day of March, 2009
Westmont
Resources, Inc. a Company registered in the State of Nevada, USA
(hereinafter the “Purchaser”)
The
Shareholders of Get2Networks, Inc. a Company registered in the
State of Nevada, USA (hereinafter the
“Vendors”)
WHEREAS the Vendors are the registered and beneficial
owners of all of the issued and outstanding shares (the
“Purchased Shares”) in the capital stock of
Get2Networks, Inc. (the “Corporation”);
AND
WHEREAS the Vendors wish
to sell 100% of the Purchased Shares to the Purchaser, and the
Purchaser agrees to purchase the Purchased Shares from the Vendors
in accordance with the terms and conditions of this
Agreement;
THIS
AGREEMENT WITNESSES that
in consideration of the covenants, agreements, warranties and
payments herein set out and provided for, the parties hereto
covenant and agree as follows:
ARTICLE 1
PURCHASED SHARES AND PURCHASE
PRICE
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Subject to the
terms and conditions hereof, the Vendors agree to sell to the
Purchaser and the Purchaser agrees to purchase from the Vendors the
Purchased Shares.
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The purchase
price payable by the Purchaser to the Vendors for the Purchased
Shares of the Corporation shall be 43,300,000 Restricted Common
Shares of Westmont Resources, Inc., which shares shall be issued
subject to the conditions specified in Article 3 of this
Agreement. These Shares issued are noticed and intended
to represent a 49% interest in the Issued and Outstanding Common
Stock Shares of the Company.
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ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF
THE VENDORS
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The Vendors
covenant, represent and warrant as follows and acknowledge that the
Purchaser is relying upon such covenants, representations and
warranties in connection with the purchase by the Purchaser of the
Purchased Shares:
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The Corporation
has been duly incorporated and is organized, validly subsisting and
in good standing under the laws of the State of Nevada,
USA.
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The Corporation
is duly qualified as a corporation to do business and is in good
standing in each jurisdiction in which the nature of the business
conducted by it or the property owned or leased by it makes such a
qualification necessary.
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The authorized
capital of the Corporation consists of the following:
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1,500 common
shares without par value of which 1,500 shares have been duly
issued and are outstanding as fully paid and
non-assessable.
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No person, firm
or corporation has any agreement or option, or any right or
privilege capable of becoming an agreement or option for the
purchase from the Vendors of any of the Purchased
Shares.
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No person, firm
or corporation has any agreement or option or any right or
privilege capable of becoming an agreement, including convertible
securities, warrants or convertible obligations of any nature, for
the purchase, subscription, allotment or issuance of any of the
unissued shares in the capital of the Corporation or of any
securities of the Corporation.
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The Vendors are
the registered and beneficial owners of the Purchased Shares, with
good and marketable title thereto, free and clear of any pledge,
lien, charge, encumbrance or security interest of any kind and the
Vendors have the power and authority and right to sell the
Purchased Shares in accordance with the terms of this
Agreement.
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The books and
records of the Corporation fairly and correctly set out and
disclose in all material respects, in accordance with generally
accepted accounting principles, the financial position of the
Corporation as of the date thereof and all material financial
transactions of the Corporation relating to its business have been
accurately recorded in such books and records.
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The corporate
records and minutes of the Corporation contain complete and
accurate minutes of all meetings of the directors and shareholders
of the Corporation held since incorporation of the Corporation held
since incorporation of the Corporation, all such meetings were duly
called and held, the share certificate books, register of
shareholders, register of transfers, and register of directors of
the Corporation are complete and accurate and all eligible tax
payable in connection with the transfer of any securities of the
Corporation has been duly paid.
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There are no
actions, suits, proceedings, investigations or claims now
threatened or pending against the Corporation in respect of taxes,
governmental charges or assessments, or any matters under
discussion with any governmental authority relating to taxes,
governmental charges or assessments asserted by any such
authority.
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The Corporation
has no loans or indebtedness outstanding which have been made to
directors, former directors, officers, shareholders and/or
employees of the Corporation. Any Loans or indebtedness
have been fully disclosed on the books of the Company.
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The Corporation
has good and marketable title to its assets, free and clear of any
and all claims, liens, encumbrances and security interests
whatsoever.
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The Corporation
has no subsidiaries or agreements of any nature to acquire any
subsidiary or to acquire or lease any other business operations and
will not prior to the time of closing acquire, or agree to acquire,
any subsidiary or business without the prior written consent of the
Purchaser other than what has been communicated to date.
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Up to the time
of closing there has been no change and will have been no change in
the business, operations, affairs or condition of the Corporation,
financial or otherwise, or arising as a result of any legislative
or regulatory change, revocation of any license or right to do
business, fire, explosion, accident, casualty, labor trouble,
flood, drought, riot, storm, condemnation, act of God or otherwise,
except changes occurring in the ordinary course of business, which
changes have not adversely affected and will not adversely affect
the organization, business, properties, prospects and financial
condition of the Corporation.
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All receivables
recorded on the books of the Corporation are bona fide and good and
do not include any work in progress and, subject to an allowance
for doubtful accounts taken in accordance with generally accepted
accounting principles, are collectable without set off or
counterclaim.
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All vacation
pay, bonuses, commissions and other emoluments are reflected and
have been accrued in the books of account of the
Corporation.
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The Corporation
has duly and timely filed all tax returns required to be filed by
it and has paid all taxes which are due and payable, and has paid
all assessments and reassessments, and all other taxes,
governmental charges, penalt
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