Exhibit 1
SHARE PURCHASE AGREEMENT
This Agreement made as of the 10 day of October, 2004 ("Agreement"), by
and between Centerline International Corp., ("Seller"), and Xxxxx Xxxx Inc
("Purchaser").
WITNESSETH:
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, 21,403,200 of
Seller's issued and outstanding shares in the Corporation, in
consideration of Two hundred and ninety-five Thousand U.S.
Dollars (US$295,000.00) (the "Purchase Price").
(ii) The Purchase Price shall be paid via three installments
designated as following, all of which shall be paid by Purchaser
and/or its parent companies by wire transfer to the Escrow
Account (specifically set up for purposes of making payment for
this share purchase transaction), then to an account to be
specified by Seller.
1. Signing of stock transfer Agreement, payment within 3 days US$100,000
2. Filing of transfer of ownership, payment within 3 days US$100,000
3. Transfer and name change, payment within 3 days US$95,000
(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 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 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;
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(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.
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.
(vi) Purchaser hereby agrees to secure the approval of the Seller for
any undertaking capable of diluting the Seller's remaining 2%
shareholding.
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":
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(i) A Stock Certificate for 21,840,000 shares of the Corporation's
stock, made out in the name of Centerline International Corp;
(ii) A stock ledger for the Corporation, representing that 21,403,200
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 Centerline International Corp to the Purchaser, in the form
attached hereto as Exhibit B;
(iv) A Letter of Resignation, resigning from all positions as an
officer and director of the Corporation; and,
(v) 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 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:
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Seller: Centerline International Corp.
Xxxxx X. Xxxxxxx Building, P.O. Box 3274
Road Town, Tortola, British Virgin Islands
Purchaser: Xxxxx Xxxx Inc.
(315100) 000 Xxxxxxx Xxxx Xxxx,
Xxxxxx,
Xxxxxxxx Xxxxxxxx,
Xxxxxx'x Xxxxxxxx of China
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.
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:
CENTERLINE INTERNATIONAL CORP.
By: /s/ Xxxx Xx
-----------
Name: Xxxx Xx
Title: Director
PURCHASER:
Xxxxx Xxxx Inc.
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
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.
