7
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, by and between GUEST eMARKETING, INC. an Oklahoma corporation
(hereinafter referred to as "GeM"), and BANNER
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HOLDING CORP., a Florida corporation (hereinafter referred to as "BANNER").
WHEREAS, GeM desires to purchase 100 percent of the issued and
outstanding shares of BANNER HOLDING CORP., a Florida corporation (hereinafter
referred to as "BANNER"); AND
WHEREAS, Xxxx X. X'Xxxxx and Xxxxx X. Xxxxxxx own all of the issued and
outstanding shares of BANNER and are willing to sell 100 percent of those shares
to GeM 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
Xxxx X. X'Xxxxx "X'XXXXX" hereby acknowledges that he is the owner
of 1,650,000 shares of voting common shares of stock of BANNER and that
he owns no other shares of stock of BANNER of any type or
classification whatsoever. Xxxxx X. Xxxxxxx "XXXXXXX" hereby
acknowledges that she is the owner of 1,350,000 shares of voting common
share of stock of BANNER and that she owns no other shares of Stock of
BANNER of any type or classification whatsoever.
2. AGREEMENT TO PURCHASE AND SELL
At and upon the closing date (as hereinafter set forth) GeM agrees
to purchase three million shares of stock of BANNER as set forth in
Paragraph 1 above: 1,650,000 shares from X'XXXXX and 1,350,000 from
XXXXXXX and X'XXXXX AND XXXXXXX agree to sell the said shares to GeM.
3. PURCHASE PRICE OF SHARES
At and upon the closing date GeM shall purchase and X'XXXXX and
XXXXXXX shall sell, 100 percent of the shares of BANNER owned by
X'XXXXX and XXXXXXX by issuing to Gem the three million shares of
voting common stock of BANNER for the sum of $60,000.
Upon closing X'XXXXX and XXXXXXX shall deliver to GeM the
appropriate share certificates representing the purchased shares of
BANNER, which share certificates shall be duly endorsed for transfer or
accompanied by duly signed Powers of Attorney for transfer in blank.
4. REPRESENTATIONS AND WARRANTIES BY MERIT
X'XXXXX and XXXXXXX represent and warrant to GeM as follows and
they acknowledge that GeM is relying upon such representations and
warranties in connection with its purchase of the shares of BANNER
from the said parties:
(1) BANNER HOLDING CORP. 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 tax, informa-tional,
or other returns required to be filed by it.
(2) BANNER HOLDING CORP. 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 BANNER is or
may become obligated to issue any shares.
(4) X'XXXXX and XXXXXXX are the owners 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 X'XXXXX and
XXXXXXX as identified in the Stock Purchase
Agreement.
(6) Since June 30, 2003, BANNER 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
BANNER'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 BANNER;
c. any loans or advances made to any of BANNER'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 BANNER 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 BANNER;
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 BANNER.
(7) There is no suit, action, proceeding or claim in
investigation pending or threatened against or involving
BANNER or its business and undertaking.
(8) BANNER has passed an appropriate Resolution of the Board
of Directors authorizing the transfer of stock by X'XXXXX
and XXXXXXX to GeM in accordance with the Stock Purchase
Agreement.
(9) BANNER has made available for inspection by GeM the minute
book of BANNER, a listing of all bank accounts held by
BANNER, the most recent financial statements made on
behalf of BANNER and any other documentation requested by
GeM.
5. REPRESENTATIONS AND WARRANTIES BY GUEST eMARKETING,
INC.
GeM represents and warrants to BANNER as follows and acknowledges
that each of the said parties is relying upon such representation and
warranties:
(1) GeM is a company duly incorporated under the laws of the
state of Oklahoma, is a company in good standing, and has
full corporate power to purchase and own the purchased
shares as contemplated under this Stock Purchase Agreement
and to enter into, execute and deliver this Agreement.
(2) GeM has had the purchase of these shares approved by its Board of
Directors and a certification of this approval is attached
hereto.
(3) The Stock Purchase Agreement is a valid, binding and
enforceable obligation of the Purchaser.
6. CORPORATE ACTION AND RESIGNATIONS
On or before the closing date, BANNER shall cause all necessary
corporate action to be taken for the purpose of approving the transfer
of the shares to be transferred to GeM and, if requested by GeM to
cause the directors and officers of BANNER to resign and to cause
nominees of GeM to be elected or appointed directors of BANNER in their
place.
7. CLOSING
The closing date shall be the date of this Agreement and the
transactions outlined in Items 3 and 4 above shall be considered
consummated and effective as of November 3, 2003.
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 provision nor shall any such waiver
constitute a continuing waiver unless otherwise expressly provided.
9.
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.
Guest eMarketing, Inc.
Date: October 24, 2003 By /s/ Xxxx Xxxxxxx
Its Chief Executive Officer
ATTEST:
/s/ Xxxxxx Xxxxxxx (Seal)
Secretary
Date: October 24, 2003 BANNER HOLDING CORP.
By /s/ Xxxx X'Xxxxx
Its President
Attest:
/s/ Xxxxx X. Xxxxxxx (Seal)
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Secretary
Date: October 24, 2003 Shareholder
/s/ Xxxx X. X'Xxxxx, Xx.
Xxxx X. X'Xxxxx, Xx.
Date: October 24, 2003 Shareholder
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
