Exhibit 1
SHARE PURCHASE AGREEMENT
This Agreement made as of the 30th day of September, 2004 ("Agreement"),
by and between Xxxxxxx Xxx., with an address at 0000 Xxxxxxxx Xxxxxx, #000,
Xxxxxxxxxxxx, XX 00000 ("Seller"), and Centerline International Corp., with an
address at c/o Wuersch & Xxxxxx LLP, 00 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000 ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is the record owner and holder of all the issued and
outstanding shares of capital stock of Heritage Capital Group, Inc., a Delaware
corporation ("Corporation"), which Corporation has issued capital stock of
21,840,000 shares of common stock at $.0001 par value ("Shares"), as more fully
described in the attached Exhibit A.
WHEREAS, Purchaser desires to purchase the Shares from Seller 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. Sale of Shares.
(i) Subject to the terms and conditions herein stated, the Seller hereby
agrees to sell, transfer and deliver on the Closing Date (as that
term is defined below), and the Purchaser agrees to purchase from
the Seller on the Closing Date, 21,840,000 of Seller's issued and
outstanding shares in the Corporation, in consideration of
Fifty-Five Thousand and 00/100 U.S. Dollars (US$55,000.00) (the
"Purchase Price").
(ii) The Purchase Price shall be paid in two payments, by wire transfer
to an account to be specified by Seller. Upon receipt of an executed
facsimile copy of this Agreement and facsimile copies of the Closing
Deliveries (as defined below), Purchaser shall forward to the Seller
the sum of five thousand U.S. Dollars (US$5,000.00)(the "First
Payment"). Upon receipt of the First Payment by Seller, Seller will
immediately forward originals of all of the Closing Deliveries to
the Purchaser. Upon the receipt by the Purchaser of the original
Closing Deliveries, Purchaser will forward to the Seller a second
payment (the "Second Payment"), which will represent the balance due
on the Purchase Price. The Second Payment will equal fifty thousand
U.S. Dollars (US$50,000.00).
(iii) The sale of the Shares referred to above shall take place on such as
the parties hereto may mutually agree. Such time and date is
referred to herein as the "Closing Date," or "Closing."
2. Representations and Warranties of Seller. Seller, as sole director,
officer and shareholder 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 as 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 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 ("Reporting Company") pursuant to Section 12(g) thereunder;
(iii) Corporation has taken no action to end its status as either a
corporation in good standing in the state of Delaware or as a
Reporting Company;
(iv) 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;
(v) Corporation is newly formed with no financial information available
other than the financial information included in the SEC filings;
(vi) There have been no changes to the financial position of the
Corporation since the Corporation's most recent SEC filing;
(vii) 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;
(viii) The Corporation has no subsidiaries or any direct or indirect
ownership interest in any other corporation, partnership,
association, firm or business in any manner;
(ix) 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
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arrangements, bonus, stock purchase agreements, incentive or
profit-sharing plans;
(x) 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;
(xi) 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 of 1933, as amended, or other applicable state securities laws;
(xii) Corporation has not conducted any business and/or entered into any
agreements with third-parties;
(xiii) This Agreement has been duly executed and delivered, and
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 is a party or by which they are
bound;
(xiv) 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;
(xv) The information contained on Exhibit A is true and correct;
(xvi) Assuming that Purchaser's representations and warranties are true
and correct, the sale of the Shares hereunder is exempt from the
registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws; and,
(xvii) The Seller has disclosed to the Purchaser all facts material to the
assets, liabilities and business of the Company. No representation
or warranty by the Seller contained in this Agreement, and no
statement contained in any exhibit furnished to the Purchaser
pursuant to the provisions hereof or in connection with the
transaction contemplated hereby, contains any untrue statement of a
material fact or omits to state a material fact necessary in order
to make the statements contained herein or therein not misleading or
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necessary in order to provide the Purchaser with proper information
as to the Company and its affairs. Notwithstanding any due diligence
or opportunity on the part of Purchaser and/or Purchaser's
representatives to undertake due diligence with respect to the
Company, Purchaser is entitled to rely on all representations and
warranties of the Seller as stated without qualification except to
the extent disclosed in each such representation and warranty.
3. 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;
(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; and,
(v) Purchaser hereby agrees the Shares are restricted pursuant to Rule
144 and therefore subject to Rule 144 resale requirements.
4. Conditions to the Purchaser's Obligations. The obligation of the
Purchaser to consummate the transactions contemplated by this Agreement are
conditioned upon satisfaction by the Seller of the conditions set forth in this
Section 4. The Seller shall provide to the Purchaser, in connection with the
transfer of the Shares, the following materials, which shall collectively be
known as the "Closing Deliveries":
(i) A Stock Certificate for 21,840,000 shares of the Corporation's
stock, made out in the name of Xxxxxxx Xxx;
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(ii) A stock ledger for the Corporation, representing that 21,840,000
shares of the Corporation's stock were issued to the Seller, and
transferred to the Purchaser as of the Closing Date;
(iii) A Stock Power, transferring ownership of this Stock Certificate from
Xxxxxxx Xxx to the Purchaser, in the form attached hereto as Exhibit
B;
(iv) A Release, executed by Xxxxxxx Xxx, of any and all obligations of
the Corporation vis-a-vis Tay (including, but not limited to those
obligations pursuant to the Promissory Note dated as of March 31,
2004, in favor of Xxxxxxx Xxx, for $184.00), substantially in the
form of Exhibit C hereto;
(v) A Letter of Resignation, executed by Xxxxxxx Xxx, resigning from all
positions as an officer and director of the Corporation; and,
(vi) All of the books and records of the Corporation, including without
limitation the minutes of the Board of Directors and Shareholders,
by-laws, all correspondence with governmental agencies and third
parties, accompanied by a secretary's certificate certifying as to
the accuracy and completeness of such records and all agreements
entered into by the Corporation.
5. Continuing Obligations of the Seller.
(i) Seller hereby agrees that he will render any assistance reasonably
requested by the Purchaser during the time period extending from the
Closing Date to the one-year anniversary thereof, to (a) assist the
Corporation in making its filings with the SEC; and (b) effectuate
the listing of the Corporation's Shares on the OTC Bulletin Board or
such other exchange as the Purchasers may choose to attempt to have
such Shares listed on. Such assistance shall be limited to
providing, verifying and correcting information relating to the
formation, ownership and operation of the Company or any other
entity owned by, affiliated with, or under the control of the Seller
prior to the Closing Date. Seller acknowledges that such assistance
will be performed without compensation or reimbursement to him, and
may include, but not be limited to (x) the requirement that Seller
execute affidavits guaranteeing to third parties the truth and
accuracy of all representations contained herein and in the
Corporation's SEC filings made prior to the Closing Date; and (y)
the requirement that Seller assist in communications with government
agencies.
(ii) Seller hereby agrees to indemnify the Purchaser, as well as the
Purchaser's officers, directors, employees and stockholders, for any
damages, liabilities, losses, costs or expenses (including, without
limitation, reasonable counsel fees and expenses) accrued within two
(2) years of the
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Closing Date, as a result of or arising out of (i) the failure of
any representation or warranty made by the Seller in this Agreement;
or (ii) any action, suit, proceeding or investigation commenced
against the Corporation in connection with events occurring prior to
the Closing Date.
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
0000 Xxxxxxxx Xxxxxx, #000
Xxxxxxxxxxxx, XX 00000
Purchaser: Centerline International Corp.
c/o Wuersch & Xxxxxx LLP
00 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 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.
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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. No Assignments. Neither party may assign nor delegate any of its
rights or obligations hereunder without first obtaining the written consent of
the other party.
15. 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.
16. 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.
17. 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.
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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.
SELLER:
/s/ Xxxxxxx Xxx
---------------------------
Xxxxxxx Xxx
PURCHASER:
CENTERLINE INTERNATIONAL CORP.
By: Xxxx Xx
----------------------------
Name: Xxxx Xx
Title: Director
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EXHIBIT A
HERITAGE CAPITAL GROUP, INC.
A Delaware Corporation
Heritage Capital Group, Inc. (the "Corporation") is a fully reporting company,
registered under the Securities Exchange Act of 1934. The Corporation's
management believes that there are certain benefits of being a reporting public
company, and that certain private company (domestic or foreign) may seek to gain
these advantages through a reverse merger with the Corporation because its
shares may thereby be quoted on the NASDAQ OTC Bulletin Board (OTC-BB).
CORPORATE INFORMATION
Legal Name of Public Shell Heritage Capital Group, Inc.
S.E.C. FILE / CIK Numbers: 000-50821 / 0000000000
S.E.C Reporting Status Public reporting Company; current in
all S.E.C. filings to date.
S.E.C. Form 10-SB Effective Date August 2004
State of Incorporation; Date of Formation State of Delaware on June 17, 2003
Net Equity -0-
Underwriter Self
Date of fiscal year-end 12/31
Total and pending liabilities $0/0; will de delivered free of all
liabilities
STOCK INFORMATION
Classes of Stock Common Stock, $.0001 par value
Authorized Shares 100,000,000 Common Shares
Issued and Outstanding Shares 21,840,000 Common Shares
Number of "Control Shares" available: 21,840,000 Common Shares (100%)
Warrants and Options Outstanding: None
OTC-BB Trading Symbol 15c2-11(Form 211) to be filed with
NASDAQ through a sponsoring market
maker upon consummation of business
combination.
Market Makers To be selected.
Transfer Agent & Registrar The Corporation currently acts as its
own transfer agent and registrar.
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