Exhibit
10.1


 


STOCK
PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of May 26, 2020 by and among Anchorage International
Holdings Corp., a Delaware corporation (the “Company”), and David Lazar, a United States citizen (the “Purchaser”,
and together with the Company the “Parties” and each a “Party”).


 


The
parties hereby agree as follows:


 


1. Purchase
and Sale of Stock.


 


1.1 Sale
and Issuance of Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing
and the Company agrees to sell and issue to the Purchaser at the Closing 811,020,000 shares of common stock, $0.00001 par value
per share (the “Common Stock”), at a purchase price of $0.00001 per share. The shares of Common Stock issued
to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”


 


1.2 Closing;
Delivery. The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures,
at such other time and place as the Company and the Purchaser mutually agree upon, orally or in writing (which time and place are
designated as the “Closing”). At the Closing, the Company shall deliver to the Purchaser a certificate representing
the Shares being purchased against payment of the purchase price therefor by check payable to the Company, by wire transfer to
a bank account designated by the Company, by delivery of a promissor note, by cancellation or conversion of indebtedness of the
Company to Purchaser, including interest, or by any combination of such methods.


 


1.3 Defined
Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be
construed to have the meanings set forth or referenced below.


 


(a) “Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under
common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee
of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one
or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser
with, such Person.


 


(b) “Code”
means the Internal Revenue Code of 1986, as amended.


 


(c) “Knowledge”
including the phrase “to the Company’s knowledge” shall mean the actual knowledge of the following officers:
David Lazar.


 


(d) “Material
Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial
condition, property, prospects or results of operations of the Company.


 


(e) “Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


(f) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 






     


     


    

 


2.
Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser that,
to the Company’s knowledge, the following representations are true and complete as of the Closing, except as otherwise indicated.


 


2.1
Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry
on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.


 


2.2
Capitalization.


 


(a) The
authorized capital of the Company consists, immediately prior to the Closing, of: (i) 2,000,000,000 shares of common stock, $0.00001
par value per share (the “Common Stock”), 938,980,000 shares of which are issued and outstanding immediately
prior to the Closing; and (ii) 10,000,000 shares of Preferred Stock, none of which are issued and outstanding immediately prior
to the Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were
issued in compliance with all applicable federal and state securities laws.


 


2.3
Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation,
partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant
in any joint venture, partnership or similar arrangement.


 


2.4
Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders
in order to authorize the Company to enter into the Agreement, and to issue the Shares at the Closing, has been taken or will
be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery
of the Agreement, the performance of all obligations of the Company under the Agreement to be performed as of the Closing, and
the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Agreement, when executed and
delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies,.


 


2.5 Valid
Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other
than restrictions on transfer under the Agreement, applicable state and federal securities laws and liens or encumbrances
created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of
this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws. 


 


2.6
Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in Section 3
of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the
consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities
Act, and applicable state securities laws, which have been made or will be made in a timely manner.


 






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2.7
Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending
or to the Company’s knowledge, currently threatened in writing against the Company or any officer, or, to the Company’s
knowledge, that questions the validity of the Agreement or the right of the Company to enter into the Agreement.


 


2.8
Property. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens,
loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances
and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use
of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and
holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or
assets. The Company does not own any real property.


 


2.9
Financial Statements. The Company makes no representations or warranties with regard to its financial statements.


 


3.
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company, severally
and not jointly, that:


 


3.1
Authorization. The Purchaser has full power and authority to enter into the Agreement. The Agreement to which the
Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the
Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally,
and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


3.2
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s
representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that
the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further
represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell,
transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not
been formed for the specific purpose of acquiring the Shares.


 


3.3
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management,
financial affairs and the terms and conditions of the offering of the Shares with the Company’s management and has had an
opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and
warranties of the Company in Section 2 of this Agreement or the right of the Purchaser to rely thereon.


 


3.4
Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under
the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon,
among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as
expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal
and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered
with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification
requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for
resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on
requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation
and may not be able to satisfy.


 






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3.5
Legends. The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares,
may be notated with one or all of the following legends:


 


“THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933.”


 


3.6
Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act.


 


3.7
Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the
Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction
in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase,
(iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences,
if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription
and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the
Purchaser’s jurisdiction.


 


3.8
No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders
or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation,
or (b) published any advertisement in connection with the offer and sale of the Shares.


 


4.
Conditions to the Purchaser’
Obligations at Closing. The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment,
on or before the Closing, of each of the following conditions, unless otherwise waived:


 


4.1
Representations and Warranties. The representations and warranties of the Company contained in Section 2
shall be true and correct in all respects as of the Closing.


 


4.2
Performance. The Company shall have performed and complied with all covenants, Agreement, obligations and conditions
contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing.


 






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5.
Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Shares to the Purchaser
at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise
waived:


 


5.1
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3
shall be true and correct in all respects as of the Closing.


 


5.2
Performance. The Purchaser shall have performed and complied with all covenants, Agreement, obligations and conditions
contained in this Agreement that are required to be performed or complied with by them on or before the Closing.


 


5.3 Qualifications.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of
any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be
obtained and effective as of the Closing.


 


6.
Miscellaneous.


 


6.1
Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the
Company and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement
and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on
behalf of the Purchaser or the Company.


 


6.2
Successors and Assigns.
The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns
of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


 


6.3
Governing Law. This Agreement
shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result
in the application of any law other than the law of the State of Delaware.


 


6.4
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


6.5
Titles and Subtitles. The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


6.6 Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed
effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if
sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit
A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance
with this Subsection 6.6.


 






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6.7
No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee
or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any
liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
(and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of
its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from
any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this
transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any
of its officers, employees or representatives is responsible.


 


6.8
Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent
of the Company and the Purchaser.


 


6.9
Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.


 


6.10
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this
Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of
such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default
be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval
of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of
any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


6.11
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties
with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing
between the parties are expressly canceled.


 


6.12 Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of
Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any
suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or
other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States
District Court for the District of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense,
or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding
is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or
the subject matter hereof may not be enforced in or by such court.


 




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IN
WITNESS WHEREOF, the parties have executed this Common Stock Purchase Agreement as of the date first written above.


 


	
         
	COMPANY:
	 	Anchorage International Holdings Corp.


 


	 	By:	 
	 	Name: 	David Lazar
	 	Title:	CEO
	 	Email: 	david@activistinvestingllc.com


 


	 	PURCHASER:
	 	David Lazar


 


	 	 
	 	Email: 	david@activistinvestingllc.com


 


Signature
Page to Stock Purchase Agreement