FIRST AMENDMENT OF
AUGUST 1, 2005 MEGO GOLD, LLC SHARE PURCHASE AGREEMENT
Between
Global Gold Mining, LLC
And
Xxxxxxx Xxxxxxxxxxx and Xxxxxx Xxxxxxxxx
July 19, 2006
Pursuant to Article 11.8 of the Mego Gold, LLC (hereinafter the "Company") Share
Purchase Agreement which came into force on August 1, 2005 (hereinafter the
"Agreement"), the following terms amending the Agreement (hereinafter the
"Amendment") are agreed and accepted by Global Gold Mining, LLC (hereinafter
"Buyer") and Xx. Xxxxxxx Xxxxxxxxxxx, an individual resident in Armenia ("A"),
and Xx. Xxxxxx Xxxxxxxxx, an individual resident in Armenia ("B" and,
collectively with A consisting of forty nine percent of the "participants" of
Mego Gold, LLC an Armenian limited liability company, "Sellers") entered into as
of July 19, 2006.
RECITALS
Sellers and Buyer wish to amend the Purchase Price terms of the Agreement to
give Buyer the option to pay Sellers the Two Million Dollar ($2,000,000) balance
of the purchase price due on August 1, 2007 to Sellers under the Agreement with
a combination of one payment of One Million Dollars ($1,000,000) and Five
Hundred Thousand shares of common stock of Global Gold Corporation (hereinafter
"GGC") along with certain possible adjustments, all on the terms and conditions
of this Amendment.
AMENDMENT TO AGREEMENT
1. Following Article 2.2 of the Agreement (Purchase Price) the following Article
2.2A is added:
"2.2A Buyer's Article 2.2(b) Option. At any time after July
19, 2006, in complete substitution of making the payment of
the Two Million Dollar ($2,000,000) portion of the Purchase
Price provided in Article 2.2(b), Buyer may elect to acquire
Sellers' remaining Forty Nine Percent (49%) of the Company as
follows:
(a) By making one payment of One Million Dollars to Sellers ($1,000,000)
by wire transfer to accounts designated by Sellers on or before August
19, 2006 (with A being paid Five Hundred Ten Thousand Two Hundred Four
Dollars ($510,204) and B being paid Four Hundred Eighty Nine Thousand
Seven Hundred Ninety Six Dollars ($489,796)); and
(b) By delivering Five Hundred Thousand (500,000) common shares of GGC
(Two Hundred Fifty Five Thousand (255,000) shares to A and Two
Hundred Forty Five Thousand (245,000) shares to B) on the terms of
the GGC Restricted Stock Grant attached as Exhibit 1 (the "GGC
Shares"), provided that if GGC common stock is not traded at a price
per share of at least Two Dollars and Fifty Cents ($2.50) at any time
between July 1, 2007 and August 31, 2007, Sellers shall have the
right to sell to GGC all (but not less than all) of the 500,000 GGC
Shares for the price of One Million Dollars on or before September
15, 2007. (Buyer and/or GGC shall maintain in a special account
segregated from operating funds One Million Dollars ($1,000,000)
or at least enough cash to cover the cash payment contingency in
this Article 2.2A(b)).
2. This Amendment is binding on all of the parties as written, and may
not be modified in any way unless in writing and signed by all
parties.
3. All other representations, warranties and other remaining provisions
of the Agreement shall continue to remain in full force and apply to
this Amendment as if made on the date of this Amendment.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of July
19, 2006.
Signed by, for, and Signed for Buyer, Global
on behalf of the Sellers Gold Mining, LLC
------------------- By:
Xxxxxxx Xxxxxxxxxxx -----------------------
Van X. Xxxxxxxxx, Manager
-------------------
Xxxxxx Xxxxxxxxx
EXHIBIT 1
Global Gold Corporation
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
, 2006
Mr.
Yerevan Armenia
Re: Restricted Stock Award
Dear Mr.:
As consideration for your sale of shares in Mego Gold, LLC ("Mego") to Global
Gold Mining, LLC (the "Company"), we hereby grant you [_____] shares of the
Common Stock of Global Gold Corporation (the "Corporation"), evidenced by a
certificate of shares of our common stock, $.001 par value per share (the
"Shares"), subject to applicable securities law restrictions and the terms and
conditions set forth herein:
1. Commencing with the date hereof, you shall
become fully vested in 100% of the total Shares
granted hereunder.
2. (a) Any Shares granted hereunder may be transferred only in
accordance with applicable securities law restrictions. Any attempted transfer
in violation of such restrictions shall be null and void.
(b) Notwithstanding anything contained in this
Agreement to the contrary, after you become vested in any of the Shares granted
hereunder, no sale, transfer or pledge thereof may be effected without an
effective registration statement or an opinion of counsel for the Corporation
that such registration is not required under the Securities Act of 1933, as
amended, and any applicable state securities laws.
3. During the period commencing with the date hereof and prior
to your transfer of any of the Shares granted hereunder, you shall have all
right, title and interest in and to the Shares granted hereunder, including the
right to vote the Shares and receive dividends or other distributions with
respect thereto.
4. You shall be solely responsible for any and all Federal,
state and local income taxes arising out of your receipt of the Shares and your
future sale of other disposition of them.
5. This Agreement and the rights of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to its conflicts of law principles. All parties hereto
(i) agree that any legal suit, action or proceeding arising out of or relating
to this Agreement shall be instituted only in a Federal or state court in the
City of New York in the State of New York, (ii) waive any objection which they
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of any
Federal or state court in the City of New York in the State of New York, in any
such suit, action or proceeding, but such consent shall not constitute a general
appearance or be available to any other person who is not a party to this
Agreement. All parties hereto agree that the mailing of any process in any suit,
action or proceeding at the addresses of the parties shown herein shall
constitute personal service thereof.
6. If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
7. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the parties and their
respective heirs and successors and, in the case of the Corporation, its
assigns.
8. This Agreement may not be amended except in a writing
signed by all of the parties hereto.
9. Nothing contained herein shall be construed to create an
employment agreement between the Corporation and you or require the Corporation
to employ or retain you under such a contract or otherwise.
10. In the event of any conflict between the terms of this
Agreement and of the Agreement, the provisions contained in this Agreement shall
control.
If this letter accurately reflects our understanding, please
sign the enclosed copy of this letter at the bottom and return it to us.
Very truly yours,
Global Gold Corporation
By:___________________________
Xxxxx X. Xxxxxxxxx, Chairman
Agreed:
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