Exhibit 10.30
STOCK AND WARRANT PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 5rd day of April 2004, by and
between D. Xxxxx Xxxxxx, whose address is 000 Xxxxxxx Xxx., Xxxxxx Xxxxx, XX
00000 ("Buyer"), and GKIG Intelligence, located at. 0000 Xxxxxxxx Xxxxx,
Xxxxxxx, XX.
WHEREAS, Seller is the record owner and holder of certain securities of GKIG
Intelligence, Inc., symbol (GKIG), (the "Company"), a Nevada corporation,
including 1,388,888 shares of restricted stock of the Company (hereinafter
referred to as the "Securities"); and
WHEREAS, Buyer desires to purchase the Securities and Seller desires to sell
the Securities, upon the terms and subject to the conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the
sale of the Shares, it is hereby agreed as follows:
1. Purchase and Sale. Subject to the terms and conditions hereinafter set
forth, at the closing of the transaction contemplated hereby, Seller shall
sell, convey, transfer, and deliver to Buyer certificates representing the
Securities, and Buyer shall purchase from Seller the Securities in
consideration of the purchase price set forth in this Agreement. The
certificates representing the Securities (including one or more certificates
representing an aggregate total of 1,388,888 shares of restricted stock of the
Company) shall each be duly endorsed for transfer or accompanied by an
appropriate stock transfer power duly executed in blank, in either case with
Seller's signature Medallion guaranteed. The closing of the transactions
contemplated by this Agreement ("Closing"), shall be held at 000 Xxxxxxx Xxx
Xxx X, Xxxxxx Xxxxx on or before March 26, 2004 at 5:00 p.m., or such other
place, date and time as the parties hereto may otherwise agree.
2. Amount and Payment of Purchase Price. The purchase price for the
Securities shall be Twenty-Five Thousand (25,000), payable to Seller by
cashier's check, certified funds, wire transfer or any other form immediately
available funds on or before the date of Closing.
3. Representations and Warranties of Buyer. Buyer hereby warrants and
represents:
a. The execution and delivery of this Agreement by Buyer and the consummation
of the transactions contemplated hereby by Buyer have been duly authorized.
Neither the execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will constitute a violation or default
under any term or provision of any contract, commitment, indenture, other
agreement or restriction of any kind or character to which any of the
individual Buyers is a party or by which any of the individual Buyers is
bound.
b. Buyer acknowledges that it is aware that the purchase of the Securities
involves a high degree of risk, and further acknowledges that it is acquiring
the Securities after adequate investigation of the business and prospects of
the Company through an examination of all periodic reports and other filings
of the Company made pursuant to and in accordance with the provisions the
Securities Exchange Act of 1934.
c. By execution of this Agreement, Buyer hereby represents that:
i. It is an "Accredited investor" as that term is defined in Rule 501(a)
of Regulation D under the Securities Action of 1933.
ii. It has knowledge and experience in financial and investment matters,
is familiar with investments of the type represented by the Securities,
and is capable of evaluating the merits and risks associated with purchase
of the Securities.
iii. In evaluating the merits of the purchase of the Securities, the Buyer
has relied solely on its own investigation concerning the Company and has
not relied upon any representations provided by the Seller or by the
Company, its officers, directors, agents, employees, or representatives;
and
iv. Buyer has adequate worth and means of providing for its current needs
and contingencies, has no need for liquidity with respect to this
investment and is able to sustain a complete loss of the investment.
4. Representations and Warranties of Seller. Seller hereby warrants and
represents:
a. The Company is a corporation duly organized; validly existing and in good
standing under the laws of the State of Florida and has the corporate power
and authority to carry on its business as it is now being conducted.
b. The Company is subject to the reporting obligations under Section 13 of
the Securities Exchange Act of 1934, as amended, and Seller has filed all
reports required to be filed by Section 13 of said Act during the twelve
months preceding the date of this Agreement (or such shorter period during
which it has been subject to such reporting obligations), and has been subject
to such filing requirements for the ninety days preceding the date hereof.
c. Restrictions on Shares (i) The Seller is not a party to any agreement,
written or oral, creating rights in respect to the Company's stock in any
third person or relating to the voting of the Company's stock, (ii) Seller is
the lawful owner of the Shares, free and clear of all security interests,
liens, encumbrances, equities and natter charges, and (iii) There are no
existing warrants, options, stock purchase agreements, redemption agreements,
restrictions of any nature, calls or rights to subscribe of any character
relating to the Shares.
d. Seller represents that Seller has no family relationship or other form of
ongoing business or personal relationship with Buyer and has no ability to
exercise any control or influence over the management and conduct of the
Company's business and, therefore, that Seller is not now an affiliate of the
Company.
5. Representations and Warranties of Seller and Buyer. Seller and Buyer
hereby present and warrant that there has been no act or omission by Seller or
Buyer that would give rise to any valid claim against any of the parties
hereto for a brokerage commission, finder's fee, or other like payment in
connection with the transactions contemplated hereby.
6. General Provisions.
a. Entire Agreement. This Agreement (including the exhibits hereto and any
written amendments hereof executed y the parties) constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.
b. Binding Effects. This Agreement shall be binding upon, arid inure to the
benefit of, the parties hereto and their respective heirs, representatives,
successors, and assigns.
c. Governing Law. This Agreement, and all transactions contemplated hereby,
shall be governed by, construed and enforce in accordance with the laws of the
State of Florida.
d. Attorneys Fess. Costs. In the event that litigation results from or arises
out of this Agreement, the Note, the Release and Indemnity Agreement or the
performance thereof, the parties agree to reimburse the prevailing party's
reasonable fees, court costs, and all other expenses, whether or not taxable
by the court as costs, in addition to any other relief to which the prevailing
party may be entitled.
e. Sections and Other Heading. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the
meaning or interpretations of this Agreement.
f. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument, notwithstanding the fact that
all parties are not signatory to the same original or counterpart. For
purposes of execution of this Agreement, facsimile signatures shall be treated
as originals.
IN WITNESS WHEREOF, the undersigned have hereunto affixed their signatures on
the date first written above.
Seller: Buyer:
/s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxx
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By GKIG INTELLIGENCE INC. BY: XXXXX XXXXXX, President
