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Exhibit 1.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, by and between MERIT FIRST, INC., a Florida corporation
(hereinafter referred to as "MERIT") and JOHN D.HARRIS and DANA M. GALLUP and
GEORGE PAPAPOSTOLOU, individually, (hereinafter referred to as "PURCHASERS").
WHEREAS, PURCHASERS desire to purchase Two Million Seven Hundred
Thousand shares GREENHOLD GROUP, INC., a Florida corporation (hereinafter
referred to as "GREENHOLD"); AND
WHEREAS, MERIT is willing to sell Two Million Seven Hundred Thousand
(2,700,000) of those shares to PURCHASERS under the terms and conditions as
hereinafter set forth in this Stock Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, receipt of which
is hereby acknowledged, it is mutually agreed by and between the parties to this
Stock Purchase Agreement as follows:
1. ACKNOWLEDGEMENT OF OWNERSHIP
MERIT acknowledges that it is the owner of Three Million
(3,000,000)shares of voting common stock and that no other common stock
is issued and outstanding in respect to GREENHOLD.
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2. AGREEMENT TO PURCHASE AND SELL
At and upon the closing date (as hereinafter set forth)
PURCHASERS agree to purchase Two Million Seven Hundred Thousand
(2,700,000) shares of the common stock of GREENHOLD from MERIT in the
following amounts by the following named individuals:
John D. Harris 1,000,000 shares
Dana M. Gallup 1,000,000 shares
George Papapostolou 700,000 shares
It is agreed and understood by and between the parties hereto
that MERIT shall retain ownership of Three Hundred Thousand (300,000)
shares of the common stock of GREENHOLD.
3. PURCHASE PRICE AND PAYMENT OF SHARES
At and upon the closing date PURCHASERS shall purchase and MERIT
shall sell Two Million Seven Hundred Thousand (2,700,000)shares of the
common stock of GREENHOLD by paying to MERIT the total price of One
Hundred Twenty-Five Thousand ($125,000.00) Dollars payable as follows:
(1) MERIT acknowledges the receipt of Eighty Thousand
Dollars ($80,000.00) as partial payment for the
purchase described herein.
(2) PURCHASERS (or any one or more of them individually)
shall execute at the time of closing a Promissory
Note in favor of MERIT in the amount
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of Forty-Five Thousand Dollars ($45,000.00) payable
on or before December 21, 2000.
MERIT agrees to issue the shares to the individuals named in
Paragraph 2 above in the amounts as specified therein. MERIT shall
retain the said shares until such time as full payment has been
completed. It is agreed and understood that the PURCHASERS shall be the
owners of said GREENHOLD stock as of the closing date for the purposes
of voting the said stock, but that the stock shall be held as
collateral until the purchase conditions are fully satisfied. Upon such
time as payment for the said shares has been satisfied, the share
certificates shall be delivered to PURCHASERS in fully endorsed form or
otherwise. It is further acknowledged by the parties hereto that
GREENHOLD is acting as its own transfer agent.
4. REPRESENTATIONS AND WARRANTIES BY MERIT
MERIT represents and warrants to PURCHASERS as follows and they
acknowledge that PURCHASERS are relying upon such representations and
warranties in connection with its purchase of the shares of GREENHOLD
from the said parties:
(1) GREENHOLD GROUP, INC. is a corporation in good
standing under the laws of the state of Florida and
it has all powers, licenses, permits and other rights
to which it is entitled and it is not in arrears in
filing any
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tax, informational, or other returns required to be
filed by it.
(2) GREENHOLD GROUP, INC. is properly registered with the
Securities and Exchange Commission and is in full
compliance with all laws and regulations under the
Securities Act.
(3) There are no outstanding agreements, options,
warrants, rights of conversion or other rights
pursuant to which MERIT is or may become obligated to
issue any shares.
(4) MERIT FIRST, INC. is the sole owner of the shares as
identified in Paragraph 1 of this Agreement and those
shares are fully paid and non-assessable and the said
shares are free and clear from all liens and
encumbrances of any type whatsoever and the said
parties have good and lawful authority to convey them
pursuant to this Stock Purchase Agreement.
(5) There are no issued and outstanding shares of any
type of classification whatsoever with the exception
of the shares issued to MERIT as identified in the
Stock Purchase Agreement.
(6) Since September 30, 2000, GREENHOLD has not entered
into any contract, commitment or transaction other
than in the ordinary course of business and since
that date there has not been:
a. any material adverse change in the assets,
business, financial conditions or properties
of GREENHOLD's business;
b. any damage, destruction or loss, whether
covered by insurance or not, materially
adversely affecting the assets, business,
financial condition or properties of
GREENHOLD;
c. any loans or advances made to any of
GREENHOLD's directors, officers or employees
or persons or companies;
d. any incurrence of any extraordinary losses
or waiver of any rights of substantial value
relating to GREENHOLD
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or the making of any gift or commitment
therefore other than donations made in the
ordinary and usual course;
e. any change in accounting methods or
practices (including, without limitation,
any change in depreciation or amortization
policies or credit policies) by GREENHOLD;
f. any incurrence of any obligation or
liability, absolute or contingent, except
current liabilities incurred, and
obligations under contracts entered into, in
the ordinary course of business;
g. any other event or condition of any
character pertaining to and materially and
adversely affecting the assets, business,
financial condition or properties of
GREENHOLD.
(7) There is no suit, action, proceeding or claim in
investigation pending or threatened against or
involving GREENHOLD or its business and undertaking.
(8) GREENHOLD has made available for inspection by
PURCHASERS the minute book of GREENHOLD, a listing of
all bank accounts held by GREENHOLD, the most recent
financial statements made on behalf of GREENHOLD and
any other documentation requested by PURCHASERS.
5. REPRESENTATIONS AND WARRANTIES BY PURCHASERS
PURCHASERS represent and warrant to MERIT as follows and
acknowledge that MERIT is relying upon such representation and
warranties:
(1) Each of the purchasers is of legal age and is under
no legal disability whatsoever.
(2) Each of the purchasers acknowledges that this Stock
Purchase Agreement is a valid and binding agreement
and enforceable under its terms against the
PURCHASERS severally and individually.
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6. CORPORATE ACTION AND RESIGNATIONS
On or before the closing date, MERIT shall cause all necessary
corporate action to be taken for the purpose of approving the transfer
of the shares to be transferred to PURCHASERS and, if requested by
PURCHASERS to cause the directors and officers of GREENHOLD to resign
and to cause PURCHASERS to be elected or appointed directors of
GREENHOLD in their place.
7. CLOSING
The closing date shall be at a place and time as mutually
agreed by the parties hereto.
8. ENTIRE AGREEMENT
This Stock Purchase Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof.
There are no warranties, representations or other agreements between
the parties in connection with the subject matter hereof except as
specifically set forth or referred to herein. No amendment, waiver or
termination of this Stock Purchase Agreement shall be binding unless
executed in writing by the party to be bound thereby. No waiver of any
provision of this Stock Purchase Agreement shall be deemed or shall
constitute a waiver of any other
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provision nor shall any such waiver constitute a continuing waiver
unless otherwise expressly provided.
9. EXECUTION IN COUNTERPARTS
This agreement may be executed in counterparts, each of which
shall be deemed to be an original.
10. GOVERNING LAW
This Stock Purchase Agreement shall be governed in all respects and
shall be construed with and in accordance with the laws of the State of
Florida.
Date: MERIT FIRST, INC.
By /s/ John O'Keefe
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John O'Keefe
Its President
/s/ John D. Harris
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John D. Harris
PURCHASER
/s/ Dana M. Gallup
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Dana M. Gallup
PURCHASER
/s/ George Papapostolou
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George Papapostolou
PURCHASER
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