Exhibit 10.3
STOCKHOLDERS
AGREEMENT
This Stockholders Agreement (the
“Agreement”) is made and entered into as of the 5th day
of May, 2009 by and among, Money4Gold Holdings, Inc., a Delaware
corporation (“Money”), Daniel Brauser
(“Brauser”), Hakan Koyuncu (“Koyuncu”),
Todd Oretsky (“Oretsky”), and Douglas Feirstein
(“Feirstein”) (Brauser, Koyuncu, Oretsky and Feirstein
may sometimes be referred to herein individually as a
“Stockholder” or collectively as the
“Stockholders”).
WHEREAS, Oretsky and Feirstein are owners
of common stock of MGE Enterprises Corporation,
a Wyoming corporation (“MGE”);
WHEREAS, Money intends to acquire the
common stock of MGE from Oretsky, Feirstein and other shareholders
of MGE through a share exchange (the “Share
Exchange”);
WHEREAS, Brauser and Koyuncu are
shareholders of Money and beneficial owners of excess of 5% of the
outstanding common stock of Money (the “Common Stock”);
and
WHEREAS, it is a condition to the closing
of the Share Exchange that the parties hereto enter into this
Agreement to set forth certain agreements among them with respect
to the Common Stock currently owned (or to be hereinafter acquired)
by them.
NOW, THEREFORE, in consideration of the
respective representations and warranties hereinafter set forth and
of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:
ARTICLE I
TRANSFER OF
SHARES
1.0
Tag-Along Rights
. Without limiting the other terms and
conditions hereof, if any Stockholder proposes in a prearranged
block transaction (except in a Public Sale, as defined or as
permitted by this Section 1.0) to consummate the sale or other
transfer for consideration of his shares of Common Stock in a
single or series of related transactions (any, a “Proposed
Sale”), then such party (the “Selling
Stockholder”) shall give at least 20 days’ prior notice
of the Proposed Sale to the parties including Money (the
other parties except Money, the “Other Stockholders”).
The Selling Stockholder shall deliver the notice (the
“Tag-Along Sale Notice”) to the Other Stockholders and
Money, specifying in reasonable detail the identity of the
prospective transferee(s), the number and the class of shares to be
transferred and the terms and conditions of the Proposed Sale. The
Other Stockholders may elect to participate in the Proposed Sale by
delivering written notice to the Selling Stockholder within 10 days
after receipt of the Tag-Along Sale Notice.
(a)
If any Other Stockholders elect to
participate in such Proposed Sale (each
a “Participating
Stockholder”), the Selling Stockholder and each Participating
Stockholder shall be entitled to sell in the Proposed Sale, at the
same price and on the same terms, an equal number of shares
of Common Stock, provided that if a Participating Stockholder does
not have or elect to sell as many shares as are being proposed to
be sold by the Selling Stockholder after accounting for the sale(s)
by the Participating Stockholders, the number of shares to be sold
by the Selling Stockholder and the other Participating Stockholders
shall be increased, in equal amounts (or as they may otherwise
agree in writing) by the shortfall.
(b)
The Selling Stockholder shall use his
reasonable best efforts to obtain the agreement of the prospective
transferee(s) to the participation of the Participating
Stockholders in any Proposed Sale, and the Selling Stockholder
shall not close the Proposed Sale unless (i) the prospective
transferee(s) agrees to allow the participation of the
Participating Stockholders or (ii) the Selling Stockholder agrees
to purchase the number of shares of Common Stock from any
Participating Stockholders which the Participating Stockholders
would have been entitled to sell pursuant to this Section 1.0. Any
such purchase under clause (ii) shall be for cash and shall occur
at the same time as the Selling Stockholder closes the Proposed
Sale.
(c)
If any Proposed Sale is not consummated
on the same terms and conditions as set forth in the Tag-Along Sale
Notice within 90 days after the delivery of the Tag-Along Sale
Notice, the Selling Stockholder shall again comply with the terms
of this Section 1.0 with respect to any Proposed Sale.
(d)
Notwithstanding the above limitations, at
any time beginning six months after the date of this Agreement any
Stockholder may publicly sell 20,000 shares of Common Stock per
quarter on the Over-the-Counter Bulletin Board or other established
trading market or exchange where Common Stock may trade in the
future (a “Public Sale”).
1.1.
Permitted Transfers
. Any party may at any time transfer all
or a portion of his shares of Common Stock to any other party to
this Agreement. Any individual owner of shares of Common Stock may
transfer all or a portion of their shares of Common Stock by will
or under the laws of descent and distribution and to a trust,
partnership, limited liability company, corporation, custodianship
or other fiduciary account for the benefit of the holder and/ or
his spouse or immediate family member so long as the transferee
during his lifetime has full control of such entity or account and
the holder agrees to be bound by the terms of this Agreement as if
he were a party hereto. Any transfer of shares of Common
Stock that is not a permitted transfer shall be null and void and
of no force or effect.
ARTICLE II
RESTRICTIONS ON
VOTING
2.0
In connection with any annual or special
meeting of stockholders or any action by written consent in lieu of
a stockholders meeting, the Stockholders agree to vote all of their
shares of Common Stock either in favor of (or
