EXHIBIT
10.1
SHARE PURCHASE
AGREEMENT
This Agreement made as
of the 17th day of February, 2009 (“Agreement”),
by and between WILLIAM TAY , with an address at 305 Madison
Avenue, Suite 1166, New York, NY 10165 ("Seller"), and Rampart
Capital Corp. , with an address at 642 Southborough Drive, West
Vancouver, BC, V751M6, Canada ("Purchaser").
W I T N E S S E T
H:
WHEREAS
, Seller is the record
owner and holder of 31,340,000 Common Shares, par value $.0001 par
value (the “Shares”), of EDGEWORTH INVESTMENTS,
INC. , a Delaware corporation ("Corporation”), which
Corporation has 31,340,000 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 31,340,000 of the Shares from Seller, which constitutes
100% 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, 31,340,000 of Seller’s
Shares for a total price of Forty-Five Thousand and 00/100 U.S.
Dollars (US$45,000.00) (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 Four
Thousand Five Hundred and 00/100 U.S. Dollars (US$4,500.00) as an
initial deposit to Seller . At the Closing, as
defined below, Purchaser will pay the balance of the Purchase
Price, Forty Thousand Five Hundred and 00/100 U.S. Dollars
(US$40,500.00) to Seller by wire transfer.
3.
CLOSING
. The purchase
and sale of the Shares shall take place on or before February 25,
2009; 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 Forty Thousand Five Hundred and 00/100 U.S.
Dollars (US$40,500.00), 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 any actions
herein;
(ii)
Corporation has filed
with the United States Securities and Exchange Commission
(‘SEC”) a registration statement on Form
10-12G.
(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
