LOAN AGREEMENT AND STOCK PURCHASE AGREEMENT
AND
STOCK
PURCHASE AGREEMENT
THIS
LOAN AGREEMENT (this "Agreement") dated this 12th day of
May, 2008
BETWEEN:
Xxxxxx
Xxxxxxxxx, 000 Xxxxxxx Xxxxxx, Xxxxxx xxxxxx Xxx Xxxx, 00000
(the
"Lender")
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
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1.
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The
Lender promises to loan Seventy-Five Thousand, ($75,000.00 ) 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.
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2.
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To
be secured by all the account receivables of the
company.
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Stock
Option
Agreement
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2.
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The
Lender has the right to purchase 500,000 shares of the company's common
stock at a price of $0.11 cents per share for a period of 12 months from
the time of this agreement.
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3.
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Lender
has full power and authority to enter into this Stock Option Agreement and
constitute the legal, valid and binding obligation of Lender enforceable
against Lender in accordance with its
terms.
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4.
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If
Lender exercises the option 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.
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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 an "accredited investor" as such term is defined in Rule 501(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.
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8.
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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.
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9.
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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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|
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10.
In the event of conversion Issuer shall cause each stock certificate
evidencing the Shares to bear the following
legend:
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"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
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11.
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This
Loan will be repaid in full 2 months from the execution of this
Agreement.
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Default
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12.
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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
Agreementatthat time tobe immediately due
andpayable.
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Governing
Law
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13.
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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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14.
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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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Assignment
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15.
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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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16.
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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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17.
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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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18.
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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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19.
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
121h
day of May, 2008. .
/s/
Xxxxxx Xxxxxxxxx
Xxxxxx
Xxxxxxxxx
Mega
Media Group, Inc.
Per: /s/ Xxxx
Xxxxxxx
(SEAL)
