EXCHANGE
AGREEMENT
This Exchange Agreement (this
“Agreement”) is dated as of September 11, 2009, by and
among Westergaard.com, Inc., a Delaware corporation (the
“Company”) with an address at 17 State Street, Suite
2000, New York, New York 10004, and Byron Grant (the
“Investor”) with an address at 9045 NW Kaiser Rd,
Portland, Oregon 97231.
Recitals
:
WHEREAS, subject to the terms and conditions set
forth herein, the Company and the Investor desire to cancel and
terminate the debt in full and exchange for shares of
the 36,252,482 number of Company’s common stock,
par value $0.001 per share (the “Common
Stock”).
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
agreed and acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT:
1.
Cancellation of Debt in Full for 36,252,482
shares of the Company’s Common Stock.
In consideration of and in express reliance upon
the representations, warranties, covenants, terms and conditions of
this Agreement, the Investor and the Company agree to: (i) the
payment in full of all outstanding debt of the Company in exchange
for 36,252,482 shares of Common Stock at a par value of
$0.02.
(a) The
closing under this Agreement (the “ Closing ”)
shall take place at the offices of Leser Hunter Taubman &
Taubman, 17 State Street, Suite 2000, New York, New York 1004 upon
the satisfaction of each of the conditions set forth in Sections 4
and 5 hereof (the “ Closing Date
”). At the Closing, the Company shall issue to the
Investor the shares of Common Stock.
2.
Representations, Warranties and Covenants of the Investor
.
Each Investor hereby makes the following
representations and warranties to the Company, and covenants for
the benefit of the Company:
(a)
This Agreement has been duly
authorized, validly executed and delivered by investor and is a
valid and binding agreement and obligation of the Investor
enforceable against the Investor in accordance with its terms,
subject to limitations on enforcement by general principles of
equity and by bankruptcy or other laws affecting the enforcement of
creditors’ rights generally, and investor has full power and
authority to execute and deliver the Agreement and the other
agreements and documents contemplated hereby and to perform its
obligations hereunder and thereunder.
(b) Investor understands
that the Securities are being offered and sold to it in reliance on
specific provisions of Federal and state securities laws and that
the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of investor set forth herein for purposes of
qualifying for exemptions from registration under the Securities
Act of 1933, as amended (the “ Securities Act ”)
and applicable state securities laws. Investor understands that no
United States federal or state agency or any government or
governmental agency has passed upon or made any recommendation or
endorsement of the Securities.
(c)
Investor is an “accredited
investor” (as defined in Rule 501 of Regulation D), and
investor has such experience in business and financial matters that
it is capable of evaluating the merits and risks of an investment
in the Securities. Investor is not required to be
registered as a broker-dealer under Section 15 of the Securities
Exchange Act of 1934, as amended, and investor is not a
broker-dealer. Investor acknowledges that an investment
in the Securities is speculative and involves a high degree of
risk.
(d)
Investor is acquiring the Securities
solely for its own account and not with a view to or for sale in
connection with distribution. Investor does not have a
present intention to sell any of the Securities, nor a present
arrangement (whether or not legally binding) or intention to effect
any distribution of any of the Securities to or through any person
or entity; provided, however, that by making the representations
herein, investor does not agree to hold the Securities for any
minimum or other specific term and reserves the right to dispose of
the Securities at any time in accordance with Federal and state
securities laws applicable to such disposition. Investor
acknowledges that it (i) has such knowledge and experience in
financial and business matters such that investor is capable of
evaluating the merits and risks of investor's investment in the
Company, (ii) is able to bear the financial risks associated with
an investment in the Securities and (iii) has been given full
access to such records of the Company and its subsidiaries and to
the officers of the Company and the subsidiaries as it has deemed
necessary or appropriate to conduct its due diligence
investigation.
(e) The offer and sale of the
Securities is intended to be exempt from registration under the
Securities Act, by virtue of Sections 3(a)(9) and 4(2)
thereof. Investor understands that the Securities
purchased hereunder have not been, and may never be, registered
under the Securities Act and that none of the Securities can be
sold or transferred unless they are first registered under the
Securities Act and such state and other securities laws as may be
applicable or the Company receives an opinion of counsel reasonably
acceptable to the Company that an exemption from registration under
the Securities Act is available (and then the Securities may be
sold or transferred only in compliance with such exemption and all
applicable state and other securities laws). Investor
acknowledges that it is familiar with Rule 144 of the rules and
regulations of the Commission, as amended, promulgated pursuant to
the Securities Act (" Rule 144 "), and that Investor has
been advised that Rule 144 permits resales only under certain
circumstances. Investor understands that to the extent
that Rule 144 is not available, investor will be unable to sell any
Securities without either registration under the Securities Act or
the existence of another exemption from such registration
requirement.
(f)
Investor has not employed any
broker or finder or incurred any liability for any brokerage or
investment banking fees, commissions, finders’ structuring
fees, financial advisory fees or other similar fees in connection
with any of the transactions contemplated by this
Agreement.
(g) Investor acknowledges
that the Securities were not offered to Investor by means of any
form of general or public solicitation or general advertising, or
publicly disseminated advertisements or sales literature, including
(i) any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media, or
broadcast over television or radio, or (ii) any seminar or meeting
to which Investor was invited by any of the foregoing means of
communications. Investor, in making the decision to
purchase the Securities, has relied upon independent investigation
made by it and the representations, warranties and agreements set
forth in this Agreement and the other transaction documents and has
not relied on any information or representations made by third
parties.
3.
Representations, Warranties and Covenants of the Company
.
The Company
represents and warrants to Investor, and covenants for the benefit
of Investor, as follows:
(a)
The Company
