CONVERSION AGREEMENT
Exhibit 10.11
This
Conversion Agreement
(the “Agreement”), dated as
of January 19, 2009, is made and entered into by and between Mega Media Group,
Inc. (the “Company”), and Xxxx
Xxxxxx (the “Holder”).
RECITALS
WHEREAS, the Holder holds a 9%
promissory note with an outstanding principal amount of $50,000.00 and interest
amount of $1,084.93 (the “Note”), dated October
24, 2008, for a total of $51,084.93 which has been assumed by the Company;
and
WHEREAS, the Holder has agreed
to convert the Note, including accrued interest thereon, into shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), on
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, intending to
be legally bound, the parties hereby agree as follows:
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1.
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Conversion. The Holder
shall convert the outstanding principal due under the Note, together with
any interest accrued thereon through the date of conversion, into shares
of the Company's Common Stock, at the rate of $0.01 per share (the “Conversion”)
for a total of 5,108,493 shares. The Conversion shall be considered
payment in full by the Company of the Note and the conversion method in
the Note shall be waived. The Holder shall deliver the Note to the Company
for cancellation.
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2.
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Binding Effect. This
instrument is being executed by the Holder and shall be binding upon its
successors and assigns for the uses and purposes above set forth and
referred to, and shall be effective as of the date
hereof.
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3.
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Governing Law. This
instrument shall be governed by and enforced in accordance with the laws
of the State of New York without any application of the principles of
conflicts of laws.
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4.
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Issuance of Shares.
Shares are to be issued to Gap Asset Management,
LLC.
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IN WITNESS WHEREOF, this
Agreement has been duly executed by the Company and Holder as of the date first
above written.
MEGA
MEDIA GROUP, INC.
/s/
Xxxx
Xxxxxxx
Xxxx Xxxxxxx, CEO
THE
HOLDER
/s/ Xxxx
Xxxxxx
Xxxx
Xxxxxx
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