SHARE PURCHASE AGREEMENT


 


This Agreement
made as of the 10th day of July, 2018 (“Agreement”),
by and between Thomas DeNunzio, with
an address at 780 Reservoir Avenue,
#123, Cranston, R.I. 02910 ("Seller"), and
AWC Capital, Inc. with an address at 10969 Rochester Avenue, #110, Los Angeles,
CA 90024 ("Purchaser").


W I T N E S S E
T H:


 


WHEREAS,
Seller is the record owner and holder of 8,000,000 Common
Shares, par value $.0001 par value (the “Shares”),
of FINEST ACQUISITION, INC., a Delaware corporation ("Corporation”),
which Corporation has 8,000,000 shares
of restricted common stock issued and outstanding
as of the date of this Agreement. The
Corporation has filed an S-1 registration statement with the Securities and Exchange Commission with an effective date of December
22, 2017. The CIK No. is 0001721478. None of the Seller’s shares are registered and therefore are restricted securities.


 


WHEREAS,
Purchaser desire to purchase 8,000,000
restricted 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 necessary
to consummate the purchase and sale of the Seller’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, 8,000,000
of Seller’s Shares for a purchase price of Fifty Thousand U.S. dollars and no cents ($50,000.00), (the “Purchase Price”).
Purchaser agrees to wire transfer to an account to be designated by Seller, the sum of Fifty Thousand U.S. dollars and no cents
($50,000.00) to Seller at Closing. Purchaser agrees to wire funds and provide Seller with proof of payment within 24 hours of Closing.


 


2.     
EVENT OF DEFAULT. If, in the
event Purchaser shall fail to make and
evidence to Seller payment of the
purchase price pursuant to paragraphs No. 1., then
this agreement will automatically become null
and void without any further notification
to Purchaser notwithstanding that Purchaser in his sole discretion may
extend the time for performance of this Agreement
if requested by Seller in writing.


 


If,
in the event Purchaser fails to tender the said
purchase price per the terms and conditions
set forth in paragraph No. 3., then this
Agreement will automatically become null and void.
Seller in his sole discretion may extend the time
for performance of this Agreement if requested by Purchaser in
writing. Purchaser may notify Seller through
email.


 


 


3.  CLOSING.
The purchase and sale of the Shares shall take place on or before July 12, 2018; at or before 5:00 PM EST (which time
is designated as the “Closing”). At Closing, Purchaser shall deliver to Seller, in cash, by wire transfer to an
account to be designated by Seller, or his nominee for the Purchase Price totaling the amount of Fifty Thousand U.S. dollars
and no cents ($50,000.00) which amount shall include any good faith deposits made, if any, and Seller will promptly deliver
the following to Purchaser: (A) evidence of Shares in book entry form representing the Shares transferred by Seller
to Purchaser hereunder with Mountain Share Transfer, LLC, the transfer agent. The Shares transferred will be accompanied by
irrevocable stock powers executed by Seller (B) the stamped Certificate of Incorporation and duly adopted bylaws, (C) all
corporate books and records; (D) written resignations of incumbent directors and officers of the Corporation; and (F) an
affidavit certifying that all liabilities of the Corporation prior to the Closing date shall be paid in full out of the
proceeds of this share purchase.


 


		4.	POST-CLOSING DUTIES BY SELLER.
Seller agrees to perform following duties for
Purchaser after the Closing for no additional
fee:



 


a) Post-effective amendment to the registration statement for change
in control pursuant to sale of Shares.


b) 8-K filing for the sale of common stock by Seller.


c) Resignation of current director and appointment of new director.


d) Schedule 14F & Schedule 13D filing.


e) Introduction to PCAOB auditor.


f) Introduction to our Rule 419 Escrow Agent


g) Introduction to stock Transfer Agent


h) Form 3


i) Introduction with market maker to file FINRA Form 211.


j) Introduction with DTC market participant so shares may be electronically
traded. Purchaser will pay DTC market participant.


k) Company name change, if any.


l) Form 10-Q for period ended June 30, 2018.


 


 


5.   
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as sole director and
officer of Corporation, hereby represents and
warrants to Purchaser that:


 


		(i)	Corporation is a blank check 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 S-1 in accordance with 17 CFR 230.419, as amended.
The effective date of registration statement is
December 22, 2017.



 


		(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 was formed
in Delaware on June 30, 2017 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, Certificate 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 other than Escrow Agreement with Wilmington Trust,
National Association, as escrow agent for the S-1 blank check offering whereas the foregoing escrow agreement is attached as Exhibit
99.1 to the S-1/A registration statement on December 8, 2017;


 


 


(xi)       This Agreement has
been duly executed and delivered by Seller 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)       Seller will cause
all current officers and directors of the Corporation to resign at the Closing.


 


(xv)       This Agreement is
not contingent on the sale of any S-1 registered shares of the Corporation to any person or entity.


 


6.       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 its 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 understands
that the foregoing shares purchased from Seller are restricted securities and not registered in the S-1 registration statement
and being sold pursuant to available exemption under the Act.


 


(vii)       Purchaser acknowledges
that the Company is a blank check company and that the Company has filed an S-1 registration statement, File No. 333-221311 on
November 3, 2017 with an effective date of December 22, 2017 whereas the Company is subject to the rules and conditions of 17 CFR
230.419.


 


(viii)       Purchaser acknowledges
their understanding of 17 CFR 230.419.


 


(ix)       Purchase has received
and reviewed the prospectus and registration statement of the Corporation.


 


(x)       The Purchaser acknowledges
that Seller’s restricted shares are not part of the Rule 419 S-1 offering statement and therefore are exempt from the terms
and conditions of the foregoing Rule.


 


(xi)       The Purchaser acknowledges
that the Corporation agrees to notify escrow agent when it has filed a post-effective amendment for acquisition agreement whereas,
it has filed executed agreement(s) for the acquisitions of business(es) or assets that constitute the business (or a line of business)
of the Corporation and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent
of the maximum offering proceeds including proceeds received or to be received upon the exercise or conversion of any securities
offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses and dealer allowances.


 


(xii) Purchaser acknowledges that the Company’s new officers
and directors will be obligated to provide biography information pursuant to Rule 401 of Regulation S-K.


 


 


 


6. 
NOTICES. Notice shall be given by
email at the most recent address last received
by Seller from Buyer or by Buyer from
Seller. Notice may also 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:


Thomas DeNunzio, President and Director of Finest Acquisition,
Inc.


780 Reservoir Avenue, #123


Cranston, R.I. 02910


Phone: (401) 641-0405


FAX: (401) 633-7300


Email: tom@vfinancialgroup.com


 


Purchaser:


Altman Tai, President and Director of AWC Capital, Inc.


10969 Rochester Avenue, #110 5 Los Angeles, CA 90024


Phone: (619)
888-3918


Email: altman@exogroupinc.com


 


7. 
GOVERNING LAW. This Agreement shall be interpreted
and governed in accordance with
the laws of
the State of Delaware. 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.


 


19. 
INDEMNIFICATION. Seller shall hold Purchaser
harmless from any and all claims arising out
of or related to (i) actions taken by
Seller in her capacity as a shareholder of the
Company prior to the payment of the good
faith deposit, or (ii) any lawsuits against the
Corporation arising during the period of time
prior to the payment of the good faith
deposit; (iii) any requests, audits or
comment letters issued by
the Securities and Exchange Commission
related to the period of time
prior to receipt of the good faith deposit.


 


 


IN
WITNESS WHEREOF, and intending to be legally bound, the
parties hereto have carefully read the foregoing
Agreement and fully understand its contents
and binding effect. This Agreement shall
become effective upon signature
of Purchaser and Seller at the date
first written above.





 


 


By: /s/ Altman Tai





PURCHASER: AWC
Capital, Inc.


by Altman Tai, its President


 





 


By: /s/ Thomas DeNunzio


SELLER:
Thomas DeNunzio