SHARE PURCHASE AGREEMENT
(Page 4 is attached separately with signatures)
MEMORANDUM OF AGREEMENT made as of the 15th day of April, 1999.
BETWEEN:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇/▇
#▇▇▇ - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (hereinafter referred to
as the "Vendors")
OF THE FIRST PART
AND:
White Diamond Spirits, Inc., a corporation incorporated pursuant to the laws of
the State of Nevada with its records office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇.▇.▇., ▇▇▇▇▇ (hereinafter referred to as the "Purchaser")
OF THE SECOND PART
AND:
White Diamond Importers LLC, a corporation incorporated pursuant to the laws of
the State of Nevada with its records office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇.▇.▇., ▇▇▇▇▇ (hereinafter referred to as the "Importers")
OF THE THIRD PART
WHEREAS:
A. The Vendors are the owners of the entire one hundred percentage ownership
in Importers.
B. The Purchaser has agreed with the Vendors to purchase one hundred
percentage ownership in Importers exchange for shares in the Purchaser.
THIS AGREEMENT WITNESSETH that in consideration of the covenants, agreement,
warranties and payments herein set out and provided for, the parties hereby
respectively covenant and agree as follows:
1. Purchased Shares
Subject to the terms and conditions hereof, the Vendors covenant and agree
to sell, assign, and transfer to the Purchaser, and the Purchaser covenants
and agrees to purchase from the Vendors all (and not less than all) of the
one hundred percentage ownership (the "Percentage Ownership") in Importers
for the purchase price (the "Purchase Price") payable as set out in Article
2 hereof.
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2. Purchase Price
(1) The Purchase Price shall be 2,400,000 Class A Common voting shares of
the Purchaser at $0.13 U.S. per share.
(2) The Purchase Price shall be transferred to the Vendors at the Closing.
(3) The Closing of this transaction shall take place on April 15th, 1999
(the "Closing Date").
3. Representations and Warranties of the Vendors
The Vendors covenant, represent and warrant as follows:
(1) As of the date hereof, and as of the Closing date, and the Vendors
acknowledge that the Purchaser is relying upon such covenants,
representations and warranties in connection with the purchase by the
Purchaser of the Percentage Ownership.
(2) The Percentage Ownership in Importers that has been duly issued for
valuable consideration is 100%.
(3) (a) The Percentage Ownership of record are as follows:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 35%, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 12%, ▇▇▇▇ ▇▇▇▇▇▇ 12%, ▇▇▇▇
▇▇▇▇▇▇▇▇▇ 9%, ▇▇▇▇▇ ▇▇▇▇▇▇▇ 9%, ▇▇▇▇ ▇▇▇▇▇▇▇ 9%, ▇▇▇▇▇ ▇▇▇▇ ▇%,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 4%, ▇▇▇▇ ▇▇ ▇▇▇▇▇ 4%, and ▇▇▇ ▇▇▇▇ 1% = 100%
(b) The shareholders of the Purchaser after the exchange of the
Percentage Ownership are as follows:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 840,000; ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 288,000; ▇▇▇▇ ▇▇▇▇▇▇
288,000; ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 216,000; ▇▇▇▇▇ ▇▇▇▇▇▇▇ 216,000; ▇▇▇▇
▇▇▇▇▇▇▇ 216,000; ▇▇▇▇▇ ▇▇▇▇ 120,000; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 96,000;
▇▇▇▇ ▇▇ ▇▇▇▇▇ 96,000; and ▇▇▇ ▇▇▇▇ 24,000 = 2,400,000
(4) No person, firm or corporation has any agreement or option or any
right (whether by law, pre-emptive or contractual and including
convertible securities, warrants or convertible obligations of any
nature) for the purchase or the issue of either the Percentage
Ownership or any unissued percentage interest of Importers.
(5) The entering into of this agreement and the transactions contemplated
hereby will not result in the violation of any of the terms and
provisions of the constating document or by-laws of the Vendors or of
any indenture or other agreement, written or oral, to which the
Vendors may be a party.
(6) This agreement has been duly executed and delivered by the Vendors and
is a valid and binding obligation of the Vendors enforceable in
accordance with its terms.
(7) The Vendors are non-resident within the meaning of the International
Revenue Code of the United States.
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(8) To the Vendor's knowledge, there are no existing or threatened legal
actions or claims against White Diamond.
(9) The audited financial statements of Importers dated February 28th,
1999, a copy of which is attached hereto as "Schedule A", fairly
represent the financial position of Importers as at the dates
indicated.
6. Covenants of the Vendors
The Vendors covenant and agree that on or before the Closing Date, it will
do, or will cause to be done, all necessary steps and proceedings to permit
all of the Percentage Ownership to be duly and regularly transferred to the
Purchaser.
7. Covenants of the Purchaser
The Purchaser covenants and agrees that on or before the Closing Date, it
will do, or will cause to be done, all necessary steps and proceedings to
permit all of the shares of the Purchaser being given to the Vendors to be
duly and regularly transferred to the Vendors.
8. Survival of Representations and Warranties
The representations and warranties of the Vendors and Purchaser contained
in this agreement, and contained in any document or certificate given
pursuant hereto, shall survive the closing of the purchase and sale of the
Percentage Ownership herein provided for, for a period of two years from
the Closing Date.
9. Entire Agreement
This agreement constitutes the entire agreement between the parties hereto.
There are not, and shall not be, any verbal statements, representations,
warranties, undertakings or agreements between the parties hereto, and this
agreement may not be amended or modified in any respect except by written
instrument signed by the parties hereto.
10. Proper Law of Contract
This agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of
Nevada.
11. Benefit and Binding Nature of the Agreement
This agreement shall enure to the benefit of , and be binding upon, the
parties hereto and their respective successors and assigns.
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WHITE DIAMOND SPIRITS INC. WHITE DIAMOND IMPORTERS LLC
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