SHARE
PURCHASE AGREEMENT
This
Agreement (the “Agreement”) is made as of February 10,
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 Robert Catell having address
at 62 Osborne Road, Garden City, NY
11530 (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,
7,000,000 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
$70,000.00 to be paid in the following manner:
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$70,000.00
at Closing (as defined below) by Bank Check to the
Company;
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(a) The
Closing shall occur on February 10, 2009. On the Closing Date, the
Company shall sell the Shares to the Buyer. At the
Closing or at the time when funds have cleared:
(i)
The
Company shall deliver to the Buyer share certificates for a total
of 7,000,000 shares of the Company
(ii)
The
Buyer shall pay the purchase price of $70,000.00 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.
3.
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).
4.
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). The Buyer is acquiring the Shares
hereunder in the ordinary course of its business. The
undersigned acknowledges that (i) the Shares will be issued
pursuant to applicable
