SHARE PURCHASE
AGREEMENT
This Agreement (the
“Agreement”) is made as of January 16
th , 2009 by and between Mega Media Group, Inc., [a
Nevada corporation] having an address at 1122 Coney Island Avenue,
Brooklyn, NY 11235 (the “Company”), and Gap Asset
Management (the “Buyer”).
W I T N E S S E T
H:
WHEREAS, the Buyer desires to
purchase and the Company desires to issue and sell, upon the terms
and conditions set forth in this Agreement, 7,700,000 shares of
common stock of the Company’s common stock referred to as the
“Shares”
WHEREFORE, the parties hereto hereby agree as
follows:
1.
Sale of the Purchase Shares . Subject to the
terms and conditions of this Agreement, and in reliance upon the
representations, warranties, covenants and agreements contained in
this Agreement, the Company shall sell the Shares to the Buyer, and
the Buyer shall purchase the Shares from the Company for an
aggregate purchase price (the “Purchase Price”) of
$77,000.00 to be paid in the following manner:
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$77,000.00 at Closing (as defined
below) by wire transfer to the Company;
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2. The
Buyer will also have an option to purchase up to an additional
40,000,000 shares of the company at a price of $0.01 cents per
share for a total of $400,000.00. This option will expire On
January 29, 2009.
3.
Closing .
(a) The Closing shall
occur on January 20,2009. On the Closing Date, the Company shall
sell the Shares to the Buyer. At the Closing:
(i) The Company shall
deliver to the Buyer share certificates for a total of 7,7000,000
shares of the Company
(ii) The Buyer shall
pay the purchase price of $77,000.00 for the Shares by wire
transfer to the Company pursuant to the wire instructions set forth
on Schedule A attached hereto.
(b) At and at any time
after the Closing, the parties shall duly execute, acknowledge and
deliver all such further assignments, conveyances, instruments and
documents, and shall take such other action consistent with the
terms of this Agreement to carry out the transactions contemplated
by this Agreement.
(c) All
representations, covenants and warranties of the Buyer and the
Company contained in this Agreement shall be true and correct on
and as of the Closing Date with the same effect as though the same
had been made on and as of such date.
4.
Representations and Warranties of the Company
. The Company hereby makes the following representations
and warranties to the Buyer:
(a) The Company has the
requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby and otherwise to
carry out the Company’s obligations hereunder. No
consent, approval or agreement of any individual or entity is
required to be obtained by the Company in connection with the
execution and performance by the Company of this Agreement or the
execution and performance by the Company of any agreements,
instruments or other obligations entered into in connection with
this Agreement.
(b) Other than as
disclosed in its filings with the SEC, there is no private or
governmental action, suit, proceeding, claim, arbitration or
investigation pending before any agency, court or tribunal, foreign
or domestic, or, to the Company’s knowledge, threatened
against the Company or any of the Company’s
properties. There is no judgment, decree or order
against the Company that could prevent, enjoin, alter or delay any
of the transactions contemplated by this Agreement.
(c) Other than as
disclosed in its filings with the SEC, there are no material
claims, actions, suits, proceedings, inquiries, labor disputes or
investigations pending or, to the Company’s knowledge,
threatened against the Company or any of its assets, at law or in
equity or by or before any governmental entity or in arbitration or
mediation. No bankruptcy, receivership or debtor relief proceedings
are pending or, to the Company’s knowledge, threatened
against the Company.
(d) The Company has
complied with, is not in violation of, and has not received any
notices of violation with respect to, any U.S. Federal or State
law, judgment, decree, injunction or order, applicable to it, the
conduct of its business, or the ownership or operation of its
business. References in this Agreement to
“Laws” shall refer to any laws, rules or regulations of
any federal, state or local government or any governmental or
quasi-governmental agency, bureau, commission, instrumentality or
judicial body (including, without limitation, any federal or state
securities law, regulation, rule or administrative
order).
5.
Representations and Warranties of the Buyer . The
Buyer hereby represents and warrants to the Company that Buyer has
the requisite power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby and otherwise to
carry out its obligations hereunder. No consent,
approval or agreement of any individual or entity is required to be
obtained by the Buyer in connection with the execution and
performance by the Buyer of this Agreement or the execution and
performance by the Buyer of any agreements, instruments or other
obligations entered into in connection with this
Agreement.
(a) Own Account . The Buyer
understands that the Shares are “restricted securities”
and have not been registered under the Securities Act or any
applicable state securities law and is acquiring the Shares as
principal for its own account and not with a view to or for
distributing or reselling such Shares or any part thereof, has no
present intention of distributing any of such Shares and has no
direct or indirect arrangement or understandings with any other
persons to distribute or regarding the distribution of such Shares
(this representation and warranty not limiting the Buyer’s
right to sell the Shares otherwise in compliance with applicable
federal and state securities laws
