Exhibit 1
SHARE PURCHASE AGREEMENT
This Agreement made as of the 3rd day of April, 2006 ("Agreement"), by
and between Xxxxxxx Xxx, with an address at X.X. Xxx 00000, Xxxxxxxxxxxx,
Xxxxxxxxxxxx, XX 00000 ("Seller"), and Xxxxx Xxxxxxxx with an address at 175 X.
Xxxxxxx, Suite: 1650, Xxxxxxx, XX 00000 ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is the record owner and holder of 11,648,000 Common
Shares, par value $.001 par value (the "Shares"), of Highriver Acquisition
Corp., a Delaware corporation ("Corporation"), which Corporation has 11,648,000
shares of common stock, issued and outstanding as of the date of this
Agreement, as more fully described in the attached Exhibit A.
WHEREAS, Purchaser desires to purchase 11,500,000 of the Shares from
Seller, which constitutes 98.7% of the Corporation's issued and outstanding
shares as of the date of this Agreement and Seller desires to sell such Shares
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained in this Agreement, and in order to
consummate the purchase and sale of the Corporation's Shares, it is hereby
agreed, as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions
of this Agreement, Purchaser agrees to purchase at the Closing and the Seller
agrees to sell to Purchaser at the Closing, 11,500,000 of Seller's Shares for a
total price of Fifty-Nine Thousand Nine Hundred and 00/100 ($59,900.00) (the
"Purchase Price").
2. GOOD FAITH DEPOSIT. At the signing of this Agreement, Purchaser
agrees to wire transfer to an account to be designated by Seller, the sum of
Five Thousand Nine Hundred Ninety and 00/100 ($5,990.00) as an initial deposit
to Seller. At the Closing, as defined below, Purchaser will pay the balance of
the Purchase Price, Fifty-Three Thousand Nine Hundred Ten and 00/100
($53,910.00) to Seller by wire transfer.
3. CLOSING. The purchase and sale of the Shares shall take place on
or before April 14, 2006; at such time and place as the Purchaser and Seller
mutually agree upon orally or in writing (which time and place are designated
as the "Closing"). At Closing, Purchaser shall deliver to Seller, in cash, by
wire transfer to an account to be designated by Seller, the balance of the
Purchase Price in the amount of Fifty-Three Thousand Nine Hundred Ten and
00/100 ($53,910.00), and Seller will immediately deliver the following to
Purchaser: (A) the certificates representing the Shares transferred hereunder,
duly endorsed for transfer to the Purchaser or accompanied by appropriate stock
powers, (B) the original of the Certificate of Incorporation and bylaws, (C)
all corporate books and records (including all accounting records and SEC
filings to date); and (D) written resignations of incumbent directors and
officers of the Corporation.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as sole
director and officer of Corporation, hereby represents and warrants to
Purchaser that:
(i) Corporation is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware and
has the corporate power and authority to carry on the business it
is now being conducted. Corporation and/or Seller do not require
any consent and/or authorization, declaration or filing with any
government or regulatory authority to undertake nay actions
herein;
(ii) Corporation has filed with the United States Securities and
Exchange Commission (`SEC") a registration statement on Form 10-SB
that became effective pursuant to the Securities Exchange Act of
1934 and is a reporting company pursuant to Section 12(g)
thereunder.
(iii) Corporation has timely filed and is current on all reports
required to be filed by it pursuant to Sections 13 and 15 of the
Securities Exchange Act of 1934.
(iv) Corporation is newly formed with no financial information
available other than the financial information included in its SEC
filings;
(v) There are no legal actions, suits, arbitrations, or other
administrative, legal or governmental proceedings threatened or
pending against the Corporation and/or Seller or against the
Seller or other employee, officer, director or stockholder of
Corporation. Additionally, Seller is not aware of any facts which
may/might result in or form a basis of such action, suit,
arbitration or other proceeding on any basis whatsoever;
(vi) The Corporation has no subsidiaries or any direct or indirect
ownership interest in any other corporation, partnership,
association, firm or business in any manner;
(vii) The Corporation and/or Seller does not have in effect nor has any
present intention to put into effect any employment agreements,
deferred compensation, pension retirement agreements or
arrangements, options arrangements, bonus, stock purchase
agreements, incentive or profit-sharing plans;
(viii)No person or firm has, or will have, any right, interest or valid
claim against the Corporation for any commission, fee or other
compensation in connection with the sale of the Shares herein as a
finder or broker or in any similar capacity as a result of any act
or omission by the Corporation and/or Seller or anyone acting on
behalf of the Corporation and/or Seller;
(ix) The business and operation of the Corporation has and will be
conducted in accordance with all applicable laws, rules,
regulations, judgments. Neither the execution, delivery or
performance of this Agreement (A) violates the Corporation's by-
laws, Articles of Incorporation, Shareholder Agreements or any
existing resolutions; and, (B) will cause the Corporation to lose
any benefit or any right or privilege it enjoys under the
Securities Act ("Act") or other applicable state securities laws;
(x) Corporation has not conducted any business and/or entered into any
agreements with third-parties;
(xi) This Agreement has been duly executed and delivered by constitutes
a valid and binding instrument, enforceable in accordance with its
terms and does not conflict with or result in a breach of or in
violation of the terms, conditions or provisions of any agreement,
mortgage, lease or other instrument or indenture to which
Corporation and/or Seller a party or by which they are bound;
(xii) Seller is the legal and beneficial owner of the Shares and has
good and marketable title thereto, free and clear of any liens,
claims, rights and encumbrances;
(xiii)Seller warrants that the Corporation being transferred shall be
transferred with no liabilities and little or no assets, and shall
defend and hold Purchaser and the Corporation harmless against any
action by any third party against either of them arising out of,
or as a consequence of, any act or omission of Seller or the
Corporation prior to, or during the closing contemplated by this
contract of sale; and,
(xiv) The information contained on Exhibit A is true and correct.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Seller that:
(i) Purchaser has the power and authority to execute and deliver this
Agreement, to perform his obligations hereunder and to
consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Purchaser
and constitutes a valid and binding instrument, enforceable
in accordance with its terms;
(ii) The execution, delivery and performance of this Agreement is in
compliance with and does not conflict with or result in a
breach of or in violation of the terms, conditions or
provisions of any agreement, mortgage, lease or other
instrument or indenture to which Purchaser is a party or by
which Purchaser is bound;
(iii) At no time was Purchaser presented with or solicited by or through
any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or
advertising; and,
(iv) Purchaser is purchasing the Shares solely for his own account for
the purpose of investment and not with a view to, or for
sale in connection with, any distribution of any portion
thereof in violation of any applicable securities law.
(v) The Purchaser is an "accredited investor" as defined under Rule
501 under the Securities Act.
(vi) Purchaser hereby agrees that such shares are restricted pursuant
to Rule 144 and therefore subject to Rule 144 resale
requirements.
6. NOTICES. Notice shall be given by certified mail, return receipt
requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as
provided hereunder, shall be sent to the address as set forth herein:
Seller: Xxxxxxx Xxx
X.X. Xxx 00000
Xxxxxxxxxxxx, XX 00000
Purchaser: Xxxxx Xxxxxxxx
000 X. Xxxxxxx, Xxxxx: 0000
Xxxxxxx, XX 00000
7. GOVERNING LAW. This Agreement shall be interpreted and governed
in accordance with the laws of the State of New York. The parties herein
waive trial by jury. In the event that litigation results or arise out of this
Agreement or the performance thereof, the parties agree that the prevailing
party is entitled to reimbursement for the non-prevailing party of reasonable
attorney's fee, costs, expenses, in addition to any other relief to which the
prevailing party may be entitled.
8. CONDITIONS TO CLOSING. The Closing is conditioned upon the
fulfillment by the Seller of the satisfaction of the representations and
warranties made herein being true and correct in all material respects as of
the date of Closing.
9. SEVERABILITY. In the event that any term, covenant, condition, or
other provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any
such term, covenant, condition, provision or Agreement shall in no way affect
any other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.
10. ENTIRE AGREEMENT. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter hereof. This Agreement
has been entered into after full investigation.
11. INVALIDITY. If any paragraph of this Agreement shall be held or
declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in
any way invalidate or effect any other clause, Paragraph, section or part of
this Agreement.
12. GENDER AND NUMBER; SECTION HEADINGS. Words importing a particular
gender mean and include the other gender and words importing a singular number
mean and include the plural number and vice versa, unless the context clearly
indicated to the contrary. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
13. AMENDMENTS. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein otherwise
provided.
14. ASSIGNMENT. Neither party may assign this Agreement without the
express written consent of the other party. Any agreed assignment by the
Seller shall be effectuated by all the necessary corporate authorizations and
governmental and/or regulatory filings.
15. CLOSING DOCUMENTS. Seller and Purchaser agree, at any time, to
execute, and acknowledge where appropriate, and to deliver any and all
documents/instruments, and take such further action, which may necessary to
carry out the terms, conditions, purpose and intentions of this Agreement.
This paragraph shall survive the Closing.
16. EXCLUSIVE AGREEMENT; AMENDMENT. This Agreement supersedes all
prior agreements or understandings among the parties with respect to its
subject matter with respect thereto and cannot be changed or terminated orally.
17. FACSIMILE SIGNATURES. Execution of this Agreement and delivery of
signed copies thereof by facsimile signatures from the parties hereto or their
agents is acceptable to the parties who waive any objections or defenses based
upon lack of an original signature.
18. PUBLICITY. Except as otherwise required by law, none of the
parties hereto shall issue any press release or make any other public
statement, in each case relating to, connected with or arising out of this
Agreement or the matters contained herein, without obtaining the prior approval
of the other to the contents and the manner of presentation and publication
thereof.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have signed this Agreement by their duly authorized officers the day and
year first above written.
/s/ Xxxxx Xxxxxxxx
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By: Xxxxx Xxxxxxxx
/s/ Xxxxxxx Xxx
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By: Xxxxxxx Xxx
