SHAREPURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT, made and entered into as of this 13th day of January, 2010 (the “Agreement”), by and among Highland Ridge, Inc., a Delaware corporation with its principal place of business located at 330 Clematis Street, Suite 217, West Palm Beach, Florida, 33401 (the “Company”) and the individuals  set forth on Schedule A (the “Purchasers”) and Michael Anthony, the sole officer and director of the Company, with an address at 330 Clematis Street, Suite 217, West Palm Beach, Florida 34401 (“Anthony”) for the limited purposes specifically set forth herein.

 Section 1.1  Organization.  The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the Schedules attached hereto (hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of the articles of incorporation or bylaws of the Company.  The Company has full power, authority and legal right and has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement.

 

Section 1.2   Capitalization.  The authorized capitalization of the Company consists of 300,000,000 shares of common stock, par value $0.001 per share; and 10,000,000 shares of preferred stock, par value $0.001 per share.  As of the date hereof, the Company has 10,987,131 common shares issued and outstanding.

 

              Section 1.10   Compliance With Laws and Regulations. To the best of the Company’s knowledge and belief, the Company has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of the Company or would not result in the Company incurring material liability.

Section 2.1   Authorization and Power.  Each Purchaser has the requisite power and authority to enter into and perform this Agreement and to purchase the shares being sold to it hereunder.  The execution, delivery and performance of this Agreement by such Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners, members, as the case may be, is required.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the terms thereof.

(a) Each Purchaser is acquiring the Acquired Shares for investment for its own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  Each Purchaser further represents that he or she does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Acquired Shares.

(b) Each Purchaser represents and warrants that he or she: (i) can bear the economic risk of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in the Company and its securities.

(c) Each Purchaser who is not a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation S”) (each a “Non-U.S. Shareholder”) understands that the Acquired Shares are not registered under the Securities Act and that the issuance thereof to such Purchaser is intended to be exempt from registration under the Securities Act pursuant to Regulation S.  Each Non-U.S. Shareholder has no intention of becoming a U.S. Person.  At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each Non-U.S. Shareholder was outside of the United States.  Each certificate representing the Acquired Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

(d) Each Purchaser who is a “U.S. Person” as defined in Rule 902(k) of Regulation S (each a “U.S. Shareholder”) understands that the Acquired Shares are not registered under the Securities Act and that the issuance thereof to such Purchaser is intended to be exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder (“Regulation D”).  Each U.S. Shareholder represents and warrants that he is an “accredited investor” as such term is defined in Rule 501 of Regulation D or, if not an accredited investor, that such Purchaser otherwise meets the suitability requirements of Regulation D and Section 4(2) of the Securities Act (“Section 4(2)”). Each certificate representing the Acquired Shares issued to such Purchaser shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

“THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.”

(e) Each Purchaser acknowledges that he has carefully reviewed such information as he has deemed necessary to evaluate an investment in the Company and its securities, and with respect to each U.S. Shareholder, that all information required to be disclosed to such Purchaser under Regulation D has been furnished to such Purchaser by the Company.  To the full satisfaction of each Purchaser, he has been furnished all materials that he has requested relating to the Company and the issuance of the Acquired Shares hereunder, and each Purchaser has been afforded the opportunity to ask questions of the representatives of the Company to obtain any information necessary to verify the accuracy of any representations or information made or given to the Purchasers.  Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Company set forth in this Agreement, on which each Purchaser has relied in making an purchase of the Acquired Shares.

(f) Each Purchaser understands that the Acquired Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Acquired Shares or any available exemption from registration under the Securities Act, the Acquired Shares may have to be held indefinitely.  Each Purchaser further acknowledges that the Acquired Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”)).

Section 3.1   Purchase Price. The Company hereby agrees to sell to the Purchasers, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, and the Purchasers agree to purchase from the Company 10,880,000 shares of common stock of the Company (the “Acquired Shares”) for a total  purchase price of $225,000 (the “Purchase Price”), payable in full to the Company according to the terms of this Agreement, in United States currency as directed by the Company at the closing.

In the event of termination pursuant to Paragraph (a) of this Section 3.5, no obligation, right, or liability shall arise hereunder and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions herein contemplated.

(b) This Agreement may be terminated at any time prior to the Closing Date by either party if the other party shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties contained herein shall be inaccurate in any material respect.  If this Agreement is terminated pursuant to Paragraph (b) of this Section 3.5, no obligation, right, or liability shall arise hereunder and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions herein contemplated.

Section 6.3   Attorneys’ Fees.  In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

 

Section 6.13   Execution Knowing and Voluntary.  In executing this Agreement, the parties severally acknowledge and represent that each:  (a) has fully and carefully read and considered this Agreement; (b) has been or has had the opportunity to be fully apprized by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof; (c) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or representatives and entered into as of the date first above written.