EXHIBIT 10.27
BALMORAL CONSULTANT AGREEMENT
This agreement dated Sept. 12th, 2005, is made by and between Gateway
International Holdings, Inc. (OTC: GWYLPK) ("Company"), Gateway International
Holdings, Inc 0000 Xxxx Xxxxx Xxxxx Xxxxxxx, XX 00000 Phone 000-000-0000 AND
Balmoral Financial Services Companies (DBA Balmoral Companies). Located at 0000
Xxxxxx xx Xxxxxx Xxxx XXX referred to as (BALMORAL or "Consultant") Whereas,
Gateway is involved financing and merger negotiations, and Whereas Balmoral can
provide assistance in these areas, therefore in consideration of the below
conditions and parties agree to enter into said agreement as follows:
1. Forfeiting, Debt Equity financing, Consultant Services.
The company hereby employs the consultant to perform the following services in
accordance with the terms and conditions set forth in this agreement. The
consultant will consult with the officers and employees of the company and other
operation (Exhibit A) concerning matters relating to the management of the
company, their policies, and generally any matter arising out of the business
affairs of the company on a specific transaction to obtain financing for the
project listen in exhibit A.
2. Terms of Agreement.
This agreement will begin (August 31st, 2005) and will end (September 28th,
2006) either party may cancel this agreement on (30) days notice to the other
party in writing, by registering letter or DHL or Federal Express to the address
named below.
3. Time Devoted to Consultant.
It is anticipated the consultant will spend several hours each week in
fulfilling its obligations under this contract, use its contact in order to try
and being about additional financing for the Company or the Companies clients,
or its assignees. The particular amount of time may vary from day to day or week
to week. However, the consultant shall devote time and influence only on this
transaction in accordance with this agreement. If more time than this is
required other arrangements need to be made of this agreement amended.
4. Payment to Consultant.
The consultant will be paid upon signature $10,055. (Ten thousand fifty five
dollars USD (Invoice) for first part of the work performed in accordance with
this agreement and wired today August 22ed, 2005. The consultant will be
additionally paid in 2,300,000 shares of 144 stock issued to Balmoral or its
assignees. This stock will be due upon the execution of the final documents in
exhibit A, however the 350,000 144 from the total will be issued at the
executing this agreement. The balance of shares will be earned services once the
equity line documents similar to the one noted in Exhibit A are issued and
executed by GWYI or its assignee and the investment bank or advisor for the
equity financing contemplated.
5. Independent Contractor.
Both the company and the consultant agree that the consultant agree that the
consultant will act as an independent contractor in the performance of its
duties under this contract and if contracts for financing are acceptable will
make other fees at closing. Accordingly, the consultant shall be responsible for
payment of all taxes including Federal, State and local taxes arising out of the
consultant's activities in accordance with this contract, including by the way
of illustration but not limitation, Federal and State income tax, Social
Security tax, Unemployment Insurance taxes, and any other taxes business license
fee as required.
6. Confidential Information.
The consultant agrees that from time to time they will become aware of corporate
business in the Board meetings (if invited to such meeting as a consultant) of
the company and keep such information confidential. Consultant is not considered
an insider. Any information received by the consultant during any furtherance of
the consultant's obligations in accordance with this contract, which concerns
the personal, financial or other affairs of the company will be treated by the
consultant in full confidence and will not be revealed to any other persons,
firms or organization. Consultant is not responsible for any outcome of the
transactions of the Company.
7. Employment of Others.
The Company may from time to time request that the consultant arrange for the
services of others. All costs to the consultant for those services will be paid
by the company from additional funds but in no event shall the consultant employ
others without the prior authorization of the Company.
8. Transactions
All existing transactions and all additional transactions including other equity
or debt financing for the Company that spring from these transactions shall be
administered under best efforts under the terms of this Agreement and shall not
circumvention Balmoral or Company under similar arrangements.
9. Free Trading for Collateral and Finance
In general Restrictions on Transferability for free trading shares will be done
by insider or directors making loans for such shares to the Company under an
acceptable agreement. The Company having then access to these shares shall make
them available to a contract of the Consultant to sell, assign, pledge,
encumber, or hypothecate in any manner that such transfer is in the mutual
interest of GWYI Board of Director in order to have certain cash advances for
the merger and other financing projects of the Company. The person or entity
with such shares will make them available to Balmoral or its assignees in the
electronic matter, and in the names advised by Balmoral necessary for such
financing under separate documentation. In addition, the Equity financing will
be also done by separate agreement under Balmoral's supervision. These fees will
be exactly $100,000 dollars one hundred thousand dollars and will be paid to
Balmoral upon equity finance documents being delivered (SB 2) and some equity
finance actually being paid to GWYI or its assignees or successors.
10. Non-Circumvention
Company is free to work with other consultants and vendor, on other projects,
however the Company will use the Consultant concerning the project contemplated
by Company and Balmoral and involve no other individuals, banks, investors,
manufacturers, dealers or agents of any companies, without the express written
permission of Balmorals, nor shall the Company circumvention Balmoral for its
contracts.
11. Limitation of Liability of Parties
In no event shall the parties be liable for any indirect, special, incidental or
consequential damages of any nature or kind including but not limited to delays,
loss of use, loss of data, loss of profits, or loss of production, even if
stockholders or officers have or have not been advised of the possibility of
such damages.
12. Product Liability
With respect to all products bought or sold by Company, Consultant is not
responsible to third parties for any defect, negligence, product liability, or
any other theory commercial or otherwise, concerning the liability of the
products, building or construction.
13. Indemnity
Both Company and Consultant agree to defend, indemnify and save all stockholder
of both Company and Consultant harmless from any and all claims, actions, suits,
liabilities, loss cost or damage (including attorneys' fee) incurred by either
party with respect to any inaccurate representation by or breach of any warranty
or obligation of Parties hereunder. The consultant is not responsible for the
success for the forfeiting, financing or Merger contemplated by the Company.
14. Excusable Delays, Force Majeure
Both parties shall not be liable for delays in delivery or other performances
due to causes, whether or not foreseeable, beyond its reasonable control or that
of subcontractors or suppliers, research and development delays if any,
including without limitation events referred to as acts of God, acts of
omissions of any government or agency thereof, change of law, strikes or labor
disputes, unavoidable transportation delays, civil disturbances, war, terrorism
or threat thereof (whether actual or perceived, or general or specific), fires,
floods, earthquakes, explosions, unavailability or cost-prohibitive pricing of
goods, unavailability or cost-prohibitive pricing of the devices, investments,
financing with respects to Bank, investors, or other financial institutions, as
the case may be, or emergency requirements of other clients. In the event of any
such delay, the date of performance shall be extended for a period equal to the
time lost by reason of such delay, plus a reasonable time to resume performance.
15. Entire Agreement
This Agreement constitutes the entire agreement between Company and Consultant.
16. Modification
This Agreement shall not be modified in any way unless agreed in writing by duly
authorized representatives of Company and Consultant.
17. Severability
If any provision of this Agreement including any limitations shall be determined
by a court of competent jurisdiction to be invalid of unenforceable, the
provision shall be deemed to be severable from the remainder of this Agreement
and shall not cause the invalidity or unenforceable of the remainder of this
Agreement or of any other remedy or limitation thereof set forth in this
Agreement.
18. Governing Law
This Agreement shall be in force for 19 months and extended 12 month increments
unless discontinued in writing. This agreement shall be governed and construed
in accordance to the laws of the State of Ohio. Franklin County United States of
America (excluding any conflicts of laws rules).
19. Execution
In witness whereof the parties sign this Agreement or they're duty authorized
representatives and such action has been approved by Company and Consultant
resolutions on the duty set forth below.
Effective Date Upon signature by all parties hereto this Agreement shall be
effective as of date hereof IN WITNESS THEREOF, the parties hereto have hereunto
set their hands and seals this August 22, 2005. Company arrest it has had a
Board meeting in such action on August 22nd and will later supply a Corporate
Resolution.
/s/ Xxxxx Xxxxxxxx /s/ Xxxx Xxxxxx
---------------------------------- ------------------------------------
Name & Authorized Signature Company Name & Authorized Signature Company
Gateway International Holdings, Inc. (OTC: GWYI. PK) ("Company")
Gateway International Holdings Inc 0000 Xxxx Xxxxx Xxxxx Xxxxxxx, XX 00000
-------------------------------------------
Name & Signature by Xxxxxx Xxxxxxx, CEO
BALMORAL FINANCES SERVICES COMPANIES
xxxxxxxxxxxxxx, 200x EXHBIT A
CONFIDENTIAL
TERM SHEET
Issuer: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx ("Company")
Securities: The Company's common stock ("Stock")
Structure: Equity Line of Credit ("Line")
Line Amount: The Investor shall commit to purchase up to $15,000,000
of the Company's Stock over the course of 36 months
("Line Period"), after a registration statement of the
Stock has been declared effective ("Effective Date") by
the U.S. Securities and Exchange Commission ("SEC").
Put Amount: The amount that the Company shall be entitled to
request from each of the purchase "Puts", shall be equal
to the greater of either 1) $100,000 or 2) 200% of the
averaged daily volume (U.S market only) ("ADV")
multiplied by the average of the 3 daily closing prices
immediately preceding the Put Date. The ADV shall be
computed using the three (3) trading days prior to the
Put Date.
Pricing Period: The 5 consecutive trading days immediately after the Put
Date.
Market Price: The lowest closing bid price of the Stock during the
Pricing Period.
Purchase Price: The Purchase Price shall be set at 95% of the Market
Price.
Put Date: The date that the Investor receives Put Notice of draw
down by Company of a portion of the Line.
Put Restrictions: Shall mean the days between the Put Date and the Closing
Date with respect to that Put. During this time, the
Company shall not be entitled to deliver another Put
Notice.
Lock-Up: The Company agrees that any and all its officers,
insiders, affiliates or other related parties shall
refrain from selling any Stock, during the Pricing
Period.
Floor: The Company shall automatically withdraw that portion of
the put notice amount, if the Market Price with respect
to that Put does not meet the Minimum Acceptable Price.
The Minimum Acceptable Price is defined as 75% of the
closing bid price of the common stock for the ten (10)
trading days prior to the Put Date.
Closing Date: Seven (7) business days after the Put Date, for each
tranche.
------ -------
X X
Xxxxx Sales: During the term of this agreement, the Investor agrees
not to engage in any short selling of the Issuer's
stock.
Document
Preparation Fee: The Company agrees to pay a non-refundable document
preparation fee of $10,000 in cash for the preparation
of the Investment Agreement and Registration Rights
Agreement. The company agrees to pay $5000 in cash upon
the execution of this Term Sheet and the remaining $5000
in cash upon closing of the first Put.
Registration: The Company shall have a draft registration statement
covering the underlying Stock of the Line, prepared by
the Execution Date, with corporate counsel as
recommended by Dutchess Capital Management, LLC
("Dutchess") for the filing of registration statement
with the SEC, within 15 days of the Execution Date
("Filing Date").
Unaffiliated Broker-
Dealer: The Company shall be required to include in the
registration statement for the Line, an unaffiliated
broker dealer, as required by the SEC.
Exclusivity: From the date of the execution of this term sheet until
the effective date, the Company agrees not to pursue a
transaction of the nature contemplated herein with any
other person unless and until good faith negotiations
with the Investor have terminated.
Confidentiality: The Company agrees to keep this term sheet and its
contents confidential and not to distribute it to, or
discuss it with, any third party (other than the
Company's legal and financial advisors, who shall be
informed of the confidential nature of this document)
without the prior express written consent of Dutchess.
This term sheet is intended for discussion purposes only and is not an offer for
the purchase or sale of the Company's securities. Closing is subject to mutual
agreement of final documentation between the Company and Investor. This term
sheet will be considered void if not executed by both parties prior to the close
of business on xxxxxxxxxxxxxx. The undersigned Company officer, on behalf of the
Company hereby represents and warrants that this term sheet has been duly
authorized, executed and delivered by the Company.
Agreed and Accepted;
By the Company: By PIPE COMPANY SELECTED BY
Balmoral
------------------------------
------------------------------
Date:_________________________ Date:_________________________
