LOAN AGREEMENT AND STOCK PURCHASE AGREEMENT
AND
STOCK
PURCHASE AGREEMENT
THIS
LOAN AGREEMENT (this "Agreement") dated this 20th day of August, 2008
BETWEEN:
Xxxxxx
Xxxxxxxxx, 000 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxx Xxxx, 00000
(the
"Lender")
AND
Mega
Media Group, Inc. of 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
(the
"Borrower")
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
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1.
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The
Lender promises to loan Fifty Thousand, ($50,000.00 ) 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% per annum, calculated yearly by October
20, 2008. In addition, the lender agrees to extend the loan dated May
12th,
2008 in the amount of Seventy Five Thousand Dollars ($75,000.00) at the
rate of 9% per annum upon the same. Therefore, a total loan of $125,000 to
be paid in full by October 20th,
2008.
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2.
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Such
loan shall be secured by the accounts receivables of the
company.
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Stock
Option
Agreement
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3.
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On
May 12th,
2008 The Lender received an option to purchase five hundred thousand
common shares of the company at eleven cents ($0.11) for a period of
Twelve Months. In consideration of the extension of such loan and the
additional loan made by the Lender the option price has been reduced to
five cents ($0.05) per share and the option will expire on August 19th,
2009.
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4.
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Lender
has full power and authority to enter into this Agreement and constitute
the legal, valid and binding obligation of Lender enforceable against
Lender in accordance with its
terms.
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5.
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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.
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6.
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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.
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7.
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Lender
is aware that the Shares underlying the options 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.
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8.
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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.
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9.
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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."
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Payment
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10.
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This
Loan will be paid in full by October 201h,
2008.
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Default
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11.
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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.
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Governing
Law
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12.
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This
Agreement will be construed in accordance with and governed by the laws of
the State of New
York.
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Costs
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13.
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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 paid by the
Borrower.
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14.
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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 notice of
protest.
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Amendments
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15.
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This
Agreement may only be amended or modified by a written instrument executed
by both the Borrower and the
Lender.
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Severability
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16.
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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.
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General
Provisions
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17.
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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 feminine and vice
versa.
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Entire
Agreement
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18.
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This
Agreement constitutes the entire agreement between the parties and there
are no further items or provisions, either oral or
otherwise.
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IN
WITNESS WHEREOF, the parties have duly affixed their signatures under
hand and seal on this 20th
day of August, 2008.
/s/
Xxxxxx Xxxxxxxxx
Xxxxxx
Xxxxxxxxx
Mega
Media Group, Inc.
/s/
