ASSIGNMENT OF PROMISSORY NOTE AND CONSENT THERETO
AND
CONSENT THERETO
This Assignment of Promissory Note and
Consent Thereto (this “Assignment”) is entered into effective as of March 24,
2009, by and among Gateway International Holdings, Inc., a Nevada corporation
(“Assignor”) and Money Line Capital, Inc., a California corporation (the
“Assignee”), and consented to by Xxxxxx Xxxxxxxx and/or Xxxxx Xxxxxxxx,
individuals, (“Noteholders”), in connection with the proposed assignment (the
“Assignment”) by Assignor to Assignees of that certain Gateway International
Holdings, Inc.. Promissory Note dated December 8, 2008 in the original principal
amount of $650,000, a copy of which is attached hereto as Exhibit A (the
“Note”).
RECITALS
WHEREAS, the Assignor executed the Note
effective December 8, 2008 for the benefit of the Noteholders, in the principal
amount of $650,000;
WHEREAS, the Assignor, the Assignee and
the Noteholders all agree there is $650,000 due under the Note as of the date of
this Assignment;
WHEREAS, the Assignor and the Assignee
have requested to assign the Note to the Assignee in exchange for the Assignor
issuing 3,250,000 shares of its common stock to the Assignee in consideration of
assuming the Assignor’s obligations under the Note;
WHEREAS, the Noteholders are willing to
consent to the assignment as set forth herein.
NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, Assignor, Assignee
and Noteholders hereby agree as follows:
1. In
consideration of the terms set forth above, Assignor hereby assigns to Assignee,
its successors and assigns, and Noteholders consent to this assignment WITHOUT
RECOURSE against the Assignor or to the financial ability of the Assignee to pay
the Note, together with all of Assignor’s right, title and interest in the Note,
and all of Assignor’s rights and remedies thereunder and under any guaranty or
endorsement thereof, and to take, any and all actions Assignor might otherwise
take.
2. In
exchange for this assignment, the Assignee agrees to accept 3,250,000 shares of
common stock of the Assignor, to be issued to the Assignee in conjunction with
this Assignment (the “Common Stock”).
3. Assignor
warrants that (i) the Note and any accompanying notes, guaranties, waivers
and/or other instruments (collectively “Contracts”) are true, valid and genuine
and represent existing valid and enforceable obligations in accordance with
their terms; (ii) all signatures, names, addresses, amounts and other statements
and facts contained therein are true and correct; (iii) the Contracts (including
their form and substance and the computation of all charges) and the
transactions underlying the obligations (including any sale and delivery)
conform to all applicable laws, rules, regulations, ordinances and orders; (iv)
the present unpaid balance shown on the Note as set forth in the Recitals is
correct, the Contracts are not and will not at any time be subject to any
defense, claim, counterclaim or set-off, and Assignor will comply with all its
obligations under the Contracts; (v) the Common Stock is not subject to any
liens, security interests, pledges, encumbrances, charges, restrictions, demands
or claims in any other party whatsoever; and (vi) the undersigned is acting in
the capacity indicated below, has full authority from the Assignor to act in
such capacity, and to bind the Assignor to the terms of this
Assignment. In addition, Assignor shall indemnify and save Assignee
harmless from any loss, damage or expense, including attorneys’ fees, incurred
by Assignee as a result of Assignor’s breach of any of the terms of this
assignment or any of the warranties, obligations or undertakings described
herein.
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4. Assignor
agrees that Assignee may at any time, without consent of Assignor, without
notice to Assignor and without affecting or impairing the obligations of
Assignor hereunder, do any of the following: (a) renew, extend, modify, release
or discharge any obligation of the Noteholders or any persons obligated under
the Note, (“the Note Obligations”); and (b) settle, release (by operation of law
or otherwise), compound, compromise, collect or liquidate any of the Note
Obligations and the security therefor in any manner.
5. Assignee
agrees to the assignment and agrees to be bound by the terms of the Note,
including any and all extensions or amendments as attached with Exhibit
A.
6. Assignee
represents and warrants that the undersigned is acting in the capacity indicated
below, has full authority from the Assignee to act in such capacity, and to bind
the Assignee to the terms of this Assignment.
7. Noteholders
warrant and agree that: (i) Noteholders hereby consent to the Assignment by
Assignor to Assignee of the Note; (ii) nothing in this Assignment shall be
construed to modify, waive, release, or otherwise affect, as between Assignor
and Noteholders (prior to the date of this Assignment) or Assignee and
Noteholders (following the date of this Assignment), any of the provisions of
the Note; (iii) in the event of any conflict between the Assignment and the
Note, this Assignment shall prevail; (iv) following the date of this Assignment,
Assignor shall not be liable for any of the obligations under the Note; (v)
following the date of this Assignment, Noteholders shall remain fully liable for
all of its obligations under the Contracts; (vi) this Assignment shall not be
construed as a consent by Noteholders to any further assignment by Assignee; and
(vii) to the best of Noteholders’ knowledge, the Contracts are in full force and
effect, there are no uncured defaults on the part of any party to the Contracts,
and there are no existing offsets or defenses which either party has against
enforcement of the Contracts.
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IN WITNESS WHEREOF, the undersigned
parties have duly executed this Assignment as of the date first written
above.
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“Assignor”
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“Assignee”
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Gateway
International Holdings, Inc.
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Money
Line Capital, Inc.
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a
Nevada corporation
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a
California corporation
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/s/
Xxxxxx Xxxxx
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/s/
Xxxx Xxxxxx
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By: Xxxxxx
Xxxxx
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By: Xxxx
Xxxxxx
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Its: Chief
Executive Officer
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Its: President
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“Noteholders”
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Xxxxxx
Xxxxxxxx
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an
individual
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/s/ Xxxxxx Xxxxxxxx
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Xxxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx
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an
individual
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/s/ Xxxxx Xxxxxxxx
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By: Xxxxx
Xxxxxxxx
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Exhibit
A
Original
Note
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