LOAN AGREEMENT AND STOCK PURCHASE AGREEMENT
Exhibit
4.7
AND
STOCK
PURCHASE AGREEMENT
THIS
LOAN AGREEMENT (this "Agreement") dated this 9 th day
of October, 2006 BETWEEN:
Xxxxxx
Xxxxxxxx of 0000 Xxxxxxxxx 00xx
Xxxxxxx,
Xxxx Xxxxx, XX 00000
(the
"Lender")
Social
Security Number ###-##-####
OF
THE FIRST PART
AND
Mega
Media Group, Inc. of 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
(the
"Borrower")
OF
THE SECOND PART
IN
CONSIDERATION OF the
Lender loaning certain monies (the "Loan") to the Borrower,
and the Borrower repaying the Loan to the Lender, both parties agree to
keep,
perform
and fulfill the promises and conditions set out in this Agreement:
Loan
Amount &
Interest
| 1. |
The
Lender promises to loan One Hundred Thousand, ($100,000.00 ) USD,
to the
Borrower and the Borrower promises to repay this principal amount
to the
Lender, at such address as may be provided in writing, with interest
payable on the
unpaid principal at the rate of 9.00 percent per annum, calculated
yearly
not in
advance.
|
Stock
Conversion Agreement
| 2. |
The
Lender has the right to convert the loan at anytime prior to repayment
by
the barrower to convert the loan into the common stock of the company
at
$0.30 thirty cents per share.
|
| 3. |
Lender
has full power and authority to enter into this Stock Conversion
Agreement
and constitute the legal, valid and binding obligation of Lender
enforceable against Lender in accordance with its
terms.
|
| 4. |
If
Lender exercises the conversion into the Shares for investment purposes
only and for Lender's own account, not as nominee or agent, and Lender
has
no present
intention of selling, transferring or otherwise distributing or disposing
of
the Shares or granting any interests
therein.
|
| 5. |
Lender
has had the opportunity to meet with management of Issuer and ask
questions about the terms and conditions of this offering and the
operations, business,
finances, properties and prospects of Issuer and all such questions
have
been answered to the satisfaction of Lender. Lender has received
all the
information that such Lender considers necessary or appropriate for
deciding whether to purchase the
Shares.
|
| 6. |
Lender
is an investor in securities of companies in the development stage
and
such
Lender is able to fend for itself or himself, can bear the economic
risk
of an investment
in the Shares, and has such knowledge and experience in business
and financial
matters that such Lender is capable of evaluating the merit and risks
of
the investment in the Shares.
|
| 7. |
Lender
is an "accredited investor" as such term is defined in Rule 50 1(a)
of
Regulation D promulgated under the Securities Act of 1933, as amended
(the
"Act"), a copy of which Rule is attached hereto as Exhibit
A.
|
| 8. |
Lender
is aware that the Shares have not been registered under the Act.
The
Shares cannot be sold, transferred, pledged or otherwise distributed
by
Lender unless
a registration statement registering the Shares under the Act has
been
filed with
the Securities and Exchange Commission and has become effective or
unless the
Shares are sold or otherwise distributed in a transaction in respect
of
which Issuer
has previously received an opinion, satisfactory to Issuer, stating
that
such
registration is not required.
|
| 9. |
Issuer
may prevent transfer and registration of transfer of the Shares unless
Issuer shall
have received an opinion from counsel satisfactory to it to the effect
that any
such transfer would not violate the Act of the applicable laws of
any
state.
|
| 10. |
In
the event of conversion Issuer shall cause each stock certificate
evidencing the Shares to bear the following
legend:
|
"These
securities have not been registered under the Securities Act of 1933, as
amended
(the "Act"). These securities may not be sold, offered for sale,
pledged or
hypothecated in the absence of a registration statement in effect with respect
to
such
securities under such Act or an opinion of counsel satisfactory to the Company
that such registration is not required."
Payment
| 11. |
This
Loan will be repaid in full 3 months from the execution of this
Agreement.
|
Default
| 12. |
Notwithstanding
anything to the contrary in this Agreement, if the Borrower defaults
in
the performance of any obligation under this Agreement, then the
Lender
may declare the principal amount owing and interest due under this
Agreement
at
that time
to
be immediately due and payable.
|
Governing
Law
| 13. |
This
Agreement will be construed in accordance with and governed by the
laws of
theStateofNewYork.
|
Costs
| 14. |
All
costs, expenses and expenditures including, without limitation, the
complete legal
costs incurred by enforcing this Agreement as a result of any default
by
the Borrower,
will be added to the principal then outstanding and will immediately
be
paidbytheBorrower.
|
Assignment
| 15. |
This
Agreement will pass to the benefit of and be binding upon the respective
heirs, executors, administrators, successors and assigns of the Borrower.
The Borrower waives presentment for payment, notice of non-payment,
protest, and noticeofprotest.
|
Amendments
| 16. |
This
Agreement may only be amended or modified by a written instrument
executedbyboththeBorrowerandtheLender.
|
Severability
| 17. |
The
clauses and paragraphs contained in this Agreement are intended to
be read
and
construed independently of each other. If any part of this Agreement
is
held to
be invalid, this invalidity will not affect the operation of any
other
part of this
Agreement.
|
General
Provisions
| 18. |
Headings
are inserted for the convenience of the parties only and are not
to be
considered when interpreting this Agreement. Words in the singular
mean
and include the plural and vice versa. Words in the masculine mean
and
include the feminineandviceversa.
|
Entire
Agreement
| 19. |
This
Agreement constitutes the entire agreement between the parties and
there
are no further items or provisions, either oral or
otherwise.
|
IN WITNESS WHEREOF, the
parties have duly affixed their signatures under hand and
seal
on this 9th day
of
October, 2006
| |
|
|
| By: | /s/ Mr. Andrey An'eyev-- | |
|
Mr. Andrey An'eyev-- |
||
| Mega Media Group, Inc | ||
| |
|
|
| Per: | ||
|
|
||
|
(Seal)
|
||
PROMISSORY
NOTE
Borrower: Mega
Media Group, Inc. of 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX
00000
Lender: Xxxxxx
Xxxxxxxx
Principal
Amount: $100,000.00
| 1. |
FOR
VALUE RECEIVED, Mega Media Group, Inc. promises to pay to Xxxxxx
Xxxxxxxx
at such address as may be provided in writing to Mega Media
Group,
Inc., the principal sum of One Hundred thousand ( $100,000.00 ) USD,
with
interest payable on the unpaid principal at the rate of 9.00 percent
per
annum, calculated yearly not in
advance.
|
| 2. |
This
Note will be repaid in full 3 months from the execution of this
Note.
|
| 3. |
At
any time while not in default under this Note, Mega Media Group,
Inc. may
pay the outstanding balance then owing under this Note to Xxxxxx
Xxxxxxxx
without further bonus or penalty.
|
| 4. |
This
Note will be construed in accordance with and governed by the laws
of the
State of New York.
|
| 5. |
All
costs, expenses and expenditures including, and without limitation,
the
complete legal costs incurred by Xxxxxx Xxxxxxxx in enforcing this
Note as
a result of any default by Mega Media Group, Inc., will be added
to the
principal then outstanding and will immediately be paid by Mega Media
Group, Inc..
|
| 6. |
This
Note will enure to the benefit of and be binding upon the respective
heirs, executors,
administrators, successors and assigns of Mega Media Group, Inc.
and Xxxxx
Xxxxxxx. Mega Media Group, Inc. waives presentment for payment,
notice
of
non-payment, protest and notice of
protest.
|
IN
WITNESS WHEREOF Mega Media Group, Inc. has duly affixed its signature by
a
duly
authorized officer under seal on this 9th day of October, 2006.
| SIGNED, SEALED AND DEL IVERED this 9th day of October, 2006 in the presence of: |
(Seal) Mega Media
Group, Inc
|
