CONFORMED COPY
EXHIBIT 10.26
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered into as of
February 6, 2003, by and between Xxx Xxxxxx (the "Seller") and Gateway
International Holdings, Inc., a Nevada corporation (the "Company"), with respect
to 800,000 shares of the Company's common stock (the "Shares").
RECITALS
WHEREAS, Seller is the record and beneficial owner of the Shares, and
desires to sell the Shares to the Company upon the terms and conditions set
forth herein; and
WHEREAS, the Company desires to purchase the Shares from the Seller.
NOW, THEREFORE, in consideration of the covenants, agreements and
consideration herein contained, the parties agree as follows:
1. PURCHASE AND SALE OF SHARES
1.1 Transfer of Shares. Subject to the terms and conditions hereof, the
Seller agrees to sell and deliver to the Company, and the Company agrees to
purchase from the Seller, good and marketable title to the Shares, free and
clear of all claims, liens, pledges, security interests, and similar
encumbrances. Upon execution of this Agreement, the Seller shall deliver to the
Company the stock certificates evidencing the Shares, duly endorsed for transfer
or accompanied by appropriate stock powers.
1.2 Purchase Price. Buyer shall pay to the Shareholder, as full and
complete consideration for the Shares, the sum of Twenty-Four Thousand Dollars
($24,000) (the "Purchase Price"), payable in cash within thirty (30) days
following the Company's receipt of the signed agreement. If consideration is not
paid within 30 days from the date of this agreement, agreement is null and void.
2. REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller hereby represents and warrants to the Company as follows:
2.1 Title. The Seller (i) is the record and beneficial owner of the
Shares; (ii) has full capacity, power, authority and right, and any approval
required by law, if any, to make and enter into this Agreement and to sell,
assign, transfer and deliver the Shares to the Company, and (iii) has good and
marketable title to the Shares, free and clear of all claims, liens, security
interests. Buyer acknowledges that the shares are restricted and will be
delivered with a restricted legend and cannot be transferred. It is the buyers
intent to cancel the shares.
2.2 Authorization. The Seller has full legal right, power and capacity to
enter into, execute, deliver and perform this Agreement and all attendant
documents and instruments contemplated hereby. This Agreement has been duly
executed and delivered and constitutes the legal, valid and binding obligation
of the Seller and is enforceable with respect to the Seller in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
priority or other laws or court decisions relating to or affecting generally the
enforcement of creditors' rights or affecting generally the availability of
equitable remedies.
2.3 Disclosure. The Seller acknowledges that he has performed his own
investigation regarding the Company and is not entering into this Agreement in
reliance on any information provided to him by the Company.
3. REPRESENTATIONS AND WARRANTIES OF COMPANY.
The Company represents and warrants to the Seller as follows:
3.1 Organization, Power and Authority. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has the corporate power and authority to own, operate and lease its
properties and to carry on its business as presently being conducted. The
Company is duly qualified to do business and is in good standing in the states
in which it conducts it's business.
3.2 Authorization. The Company has full legal right, power and capacity to
enter into, execute, deliver and perform this Agreement and all attendant
documents and instruments contemplated hereby. This Agreement has been duly
executed and delivered and constitutes the legal, valid and binding obligation
of the Company and is enforceable with respect to the Company in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
priority or other laws or court decisions relating to or affecting generally the
enforcement of creditors' rights or affecting generally the availability of
equitable remedies. The execution and delivery of this Agreement by the company,
and the consummation of the transactions contemplated hereby by the Company in
accordance with the terms hereof shall not conflict with or result in a breach
of, violation of, or default under, (or constitute and event that with notice,
lapse of time, or both, would constitute a breach of default under) any of the
terms, conditions or provisions of the charter documents of the Company, any
provision of the laws of the state of organization of the Company or the United
States of America, or any note, bond, mortgage, indenture, license, lease,
credit agreement or other agreement, document, instrument or obligation to which
the Company is a party or by which any of its assets or properties are bound.
4. MISCELLANOUS.
4.1 Expenses and Taxes. Each party shall bear and pay its own expenses,
including legal, accounting and other professional fees, and taxes incurred in
connection with the transactions referred to in this Agreement. The party
responsible under applicable law shall bear and pay in their entirety all other
taxes and registration and transfer fees, if any, payable by reason of the sale
and conveyance of the Shares. Each party will cooperate to the extent
practicable in minimizing all taxes and fees levied by reason of the sale or
assignment of the Shares.
4.2 Entire Agreement; Modifications; Waiver. This Agreement, together with
the related agreements or certificates referenced herein, constitutes the final,
exclusive and complete understanding of the parties with respect to the subject
matter hereof and supersedes any and all prior agreements, understandings and
discussions with respect thereto. No variation or modification of this Agreement
and no waiver of any provision or condition hereof, or granting of any consent
contemplated hereby, shall be valid unless in writing and signed by the party
against whom enforcement of any such variation, modification, waiver or consent
is sought.
4.3 Captions. The captions in this Agreement are for convenience only and
shall not be considered a part of or affect the constructing or interpretation
of any provision of this Agreement.
4.4 Section References. Unless otherwise noted, all section references
herein are to sections of this Agreement.
4.5 Law Governing. This Agreement shall be governed by, and construed and
enforced in accordance with the laws of the State of California, without regard
to its choice-of-laws or conflicts-of-law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed, all as of date first above written.
Seller Gateway International
/s/ Xxx Xxxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxx Xxxxxx Name: Xxxxx Xxxxxxxx
Title: C.E.O.
2/6/2003
